Ever Watching
by Allicloud
Summary: Strange, masked ponies wander in the Everfree Forest at night, and a strange figure is seen in the darkness. Who, or what is this creature, and what does it want with Twilight Sparkle
1. Prologue

"Why Do I even bother?"

Cherry Swirl kicked at a nearby rock as he wandered around the outskirts of Ponyville. Looking up at the sun, he chuckled humourlessly to himself as it beamed down on the town, reflecting the exact opposite of his mood.

The scrawny young unicorn sighed and sat down on a small haystack, musing over the events of the morning. Finally, after weeks of trying to summon up the courage to ask his neighbour Lily out, he had felt like he was ready. But as he entered the flower shop where she worked, it was as if his limbs had turned to hay and the moment he saw the pretty young filly standing at the cash register, he froze on the spot. One perfect smile from Lily was all it took, and he bolted.

"Why do I have to be such a scatter-mane? I'll never have what it takes!" He muttered to himself, his head in his forehooves.

"She probably thinks I'm an idiot now."

He sat there for a few minutes, just him and his thoughts. There was no way he could go see Lily now; no doubt she was wise to his feelings. She'd probably told her friends Rose and Daisy all about it by now: About how Cherry Swirl was such a timid little colt, he ran as soon as he looked at her. He'd be hearing about this from his roommates anytime now.

But what I she felt the same, he thought. What if she did like him the same way he liked her?

"Rrrggh! What do I do now?" He muttered aloud.

As he got up to continue his walk, he glanced to his left, seeing the dense and dark trees of the Everfree Forest. He gulped audibly as he walked alongside the fringe, keeping his distance. His mother had told him all sorts of stories about the Everfree: How the plants grew by themselves and the weather changed on its own. These had fascinated him more than scared him, but then she told him the other stories. The stories of young foals and fillies who had wandered into the Forest and never returned. Of strange figures seen in the trees, of ponies dressed strangely, always just out of sight, always glanced out of the corner of one's eye, before vanishing into the darkness. Of one particular thing that lived deep in the dark of the trees, ever watching…

He shuddered as memories of these stories flooded his mind. Honestly, they're just pony-tales, he told himself. No reason for a grown stallion like himself to fear them.

But any further thought was cut short as, without warning, something heavy landed squarely on his back, knocking him clean off his hooves.

He yelled out in shock as he struggled against the weight holding him down. He felt his own hooves held down by the hooves of another, stronger stallion; no doubt that was what landed on him,

"Get off….me!" he wheezed out, squirming and heaving with all his might, but to no avail. Either this pony was a lot bigger than he felt, or he was insanely strong.

Cherry stopped his struggles, however, as something emerged from the Everfree Forest. A shadow, thin and lithe, moving among the trees, breaching the fringe of the foliage.

But he saw nothing more, as he felt something heavy and muggy pulled over his face, blocking his vision. He let out a muffled cry as he suddenly felt a stinging sensation on his flank, as if a blade as cutting marks into his flesh, just over his cutie mark.

Then there came a voice. The voice of a stallion, whispering gently into his left ear. The very stallion who pounced on him, perhaps. It was the last thing he knew before all consciousness and sense left his mind:

"Welcome. To The Herd."


	2. Image

The glow of Twilight's horn shone bright purple as the young unicorn levitated another book into her enormous bookshelf. Looking around herself at the massive Ponyville Library, with its shelves of books stretching all the way to the ceiling, she wondered to herself how anypony other than a unicorn could have managed it. Every day, there were dozens of books that need shelving, sorting, archiving, refurbishing, and that was hard enough with magic, let alone without!

She nodded with satisfaction as the last book floated up into place. Just as the glow of her horn dimmed and went out, there came the sound of a door closing, and that familiar voice:

"… Thanks, Ditzy… Twilight! Mail's here!"

Spike, her ever-loyal dragon assistant entered the main room of the library, carrying a small stack of letters and parcels in one hand, and a small muffin in the other.

"Thanks Spike, just leave them on the desk. I'll get to them in a moment… Where'd you get the muffin from?"

"Ditzy Doo gave it to me." Spike said, half-muffled through his snack "Looks like she brought breakfast with her again, and she must've been in a really good mood today, 'cos she just gave me one of her muffins."

Twilight smiled "Well, that's nice of her." Good old Ditzy, she thought. One of the friendliest ponies she had ever met in Ponyville, though her googly-eyed expression could be distracting at times.

She headed over to the desk to check out today's mail. Levitating the stack of envelopes and parcels in front of her, she flipped through them one by one:

"Bills…junk…junk…ah, that new copy of 'A brief History of Equestria' I ordered, excellent...hmm, junk… Ooh!"

She stopped and singled out a small package that, unlike most of today's mail, was addressed directly to her, not to the library.

"These must be the photos Rarity was talking about!" Twilight muttered to herself, eagerly ripping the top from the envelope.

One by one, she levitated the individual photographs inside, and placed them each on the floor of the library. Spike wandered over to have a look for himself.

"Take a look, Spike. It's the pictures from Rarity's fashion-shoot last Monday. I helped her out a bit my modelling some of her outfits, so she agreed to send me a copy of the photos."

"Nice." Spike said, glancing at each photo in turn. "You look great in these ones!" He pointed to a series of photos with Twilight modelling a blue, wispy dress, with a turquoise trim.

Twilight grinned modestly "Heh, thanks Spike. It is kinda pretty, huh?"

Together, she and Spike went through each photograph, critiquing the look and the style of the dress.

"Ooh, here's a good one of Fluttershy. Green really suits her…"

"Oh wow, I think I like these ones best."

"Any other reason, other than Rarity being the model?"

Spike blushed "Ahh, cut it out!"

Twilight frowned slightly at one photo "Hmm, look at that pony over in the background… there, y'see? Way back there. You'd think rarity would have spotted that…"

The critique went on for a good while before Twilight's stomach rumbled unexpectedly. "Oh, heh… Lost track of time there. How about some lunch Spike?"

The minute dragon nodded "Great idea! Want me to cook somethin' up here, or shall we go out?"

"Let's go out. I'm in the mood for a daisy and dandelion salad myself." Twilight replied, as she gathered up the photos once again to put back in the envelope. But as she opened the envelope again, she noticed that something else was in there.

"Hmm? Oh, there's another one in here…" She said to herself as she quickly levitated it out. As it floated in the air before her, she paused as she looked the photo over. Even at a glance, she could tell something wasn't quite right about this photo.

"Hey Twi! You comin' or not?" Came Spike's voice from the porch.

The young unicorn shrugged and slipped the curious photo back into the stack of other photos. "Coming, Spike!"

After a hearty lunch of a heaped plate of hay-fries, complimented by a daisy and dandelion salad, Twilight returned to the library, as Spike hurried off to do some shopping for supper tonight. As she closed the door, her mind wandered once again to that curious photo she found in Rarity's photoshoot. She hadn't had a proper look at it, but something about it just seemed…off.

She quickly retrieved it from the stack and set it down on the table. Looking closely at it, she realised instantly what seemed to of about it.

It appeared to be a hastily taken photo of a pony, in the park just outside Ponyville, where Rarity's photoshoot had taken place. It was slightly blurry and out of focus, and clearly zoomed in from a distance. But what unnerved Twilight about it was that the subject of the photo was her!

Was this some sort of joke, she thought to herself. What was the meaning of this photo? And furthermore, who took it? She could see just to the side of the photo, Rarity and the other ponies, standing oblivious of their covert photographer.

A sudden gust of wind from an open window blew the strange photo from her telekinetic grasp, sending it swirling through the air and face-down on the floor.

As Twilight stooped to pick it up again, her eyes grew wide as she saw another image on the other side of the photo. Picking it up, she saw that on the back, somepony had scrawled in black pen, a strange set of images. First, a circle, with an X scrawled through it. Beneath it, a crude drawing of an eye, with a strange word written beneath that, in a language Twilight did not recognise.

"…'V-vigilemus'? What in Equestria is that supposed to mean?" she wondered aloud.

As she raised her head, she saw a sudden movement out of the corner of her eye. Squeaking in surprise, she looked to the window. Was it just her imagination, or did somepony just hastily move out of sight?

Peeking her head out the window, she looked around. Nopony.

"Weird… I could've sworn I saw something…. Ehh, you're working too hard, Twilight." She reassured herself.

With a day of work to do, Twilight put the whole matter out of her head. For the rest of the afternoon, she dedicated her mind and attention to her studies and her library work.

But that strange word kept floating up from the depths of her mind. Vigilemus. What did it mean? Why was it written on the back of that photo? What did that strange symbol mean? And for that matter, who took it?

These questions plagued her mind long into the evening, but she did her best not to let it intrude on her day to day life.

But that night, she knew that today was anything but "Day to day".

She stirred in her sleep, opening her eyes slightly. Was it just a dream, or did she just hear something downstairs? It sounded like somepony was moving about down there, walking around in the library.

She rolled over in her sleep. Probably Spike getting a midnight snack. She gazed out her window, up at the gentle glow of the moonlight. Clearly, Luna was doing her job well. She had graced the land with a beautiful full-moon tonight.

Twilight then froze as a shadow crossed her window. Just for the briefest of moments, but definitely something. Something passed by her window, blocking out the light of the moon for a brief moment. From the shape of the silhouette, it appeared to be the head of a pony passing by.

She lay still, petrified with shock for a moment, before relaxing. It was probably just somepony out for a moonlit stroll, who just passed her window. Shrugging, she rolled over again, closing her eyes again.

Her eyes snapped open, however, as realisation flooded over her like a bucket of icy water. Her bedroom was in the top of the tree, about 10 metres above the ground.

A very groggy Twilight lumbered down the stairs to the kitchen the next morning. After the incident with that strange shadow, she had lay awake from fear all night.

The sight that greeted her arrival downstairs did little to raise her spirits.

Books lay stacked all over the library floor, whole shelves emptied onto the floor. chairs were toppled, inkpots were spilled, once-neatly stacked scrolls lay scattered everywhere.

No question about it. Somepony had been in here last night.


	3. Visitation

"This is ridiculous!" Twilight shouted aloud for the third time that morning.

She and Spike had been busy clearing up after the events of the previous night. As Twilight scrubbed away at the inkstained carpet, Spike grumbled from behind a stack of books:

"Got that right! I was busy all week tidying this place up! Now it's even worse than before! If I find out who this was…"

"My question is what did they want?" Twilight replied, spraying more cleaning foam on the carpet. "I mean, there's no sign of who it could have been, and apart from everything being messed up and rearranged, nothing's missing, so it wasn't a burglar"

"Yeah. Whoever it was, they must've had some really serious studying to do!" Spike said with a slight chuckle.

Twilight frowned at her assistant, trying her best to look disapproving of Spike's quip, while inwardly grinning at his remark. Her horn glowed a gentle purple as she levitated a stack of books back onto their shelf. Spike may have meant it as a joke, but who knows? Maybe he was right, and somepony really did break into the library for a midnight read.

But there weren't any signs of breaking in on the door, or the windows! Either their prowler was incredibly skilled in forced entry, or they had some other way of getting.

Twilight blanched as sudden fearful thought came over her. What if they hadn't broken in at night at all? What if they had been in the library beforehand, and just didn't leave when it closed?

She shuddered at the thought, quickly putting it out of her mind.

"Well, that's all of the books." She said, dusting her hooves on the carpet. "Spike, could you finish off cleaning the ink out of the carpets for me?"

Spike nodded, reluctantly grabbing a brush and bucket of water. "I guess so, but why can't you?"

Twilight slipped her saddlebag round her waist, making sure her purse was inside. "I'm heading into town to get some supplies. If our prowling friend makes another appearance tomorrow night, I at least want to know who it is."

Spike thought this over in his mind, then nodded "Sure thing."

With that, Twilight opened the door and headed out, leaving Spike alone. The dragon brandished the scrubbing-brush like a sword, dunking it with great flourish and pizzazz into the bucket of water.

"Alright, inkstains. You've met yer match!"

"There ya go, missy!" Said Mr. Snapshot jovially as he helped slip a pair of small boxes into Twilight's saddlebag. "You need any help with the tripod?"

The unicorn shook her head. "Ooh, if you would, thanks. Just slip it on my back, under the strap."

The friendly colt did just that. A small bag of coins levitated from Twilight's saddlebag and landed on the counter as she headed out of the shop.

"Thanks again, Mr Snapshot!" she called as she closed the door behind her and headed back to the library.

Now we'll see who our mysterious prowler really is! The cameras in their neat little boxes were a relatively cheap model, but she wasn't worried. As long as they took pictures, she'd be satisfied.

That afternoon, Twilight spent the majority of the day placing a clever little enchantment on the cameras. After many attempts, she sat down, sweat dripping down her face.

"That…that oughtta do it." She muttered to herself. "Now to test it."

She levitated one of the cameras onto a nearby table, unscrewing the lens-cap and pointing it at the doorway to the library. Standing to one side, she walked slowly past the porch, passing the door and heading towards the bookshelves.

Her hard work was rewarded as she heard the gentle _Click_ of the camera. She smiled; finally, she got it!

Trotting over to the camera, she waited patiently as a small sheet emerged from a slot on the bottom of the camera. She gently pulled the photograph free and held it suspended in front of her face. It clearly showed her walking past the door to the library.

"Perfect." She muttered o herself, just as Spike emerged from the next room.

"Hey Twi. What'cha got there?"

"Oh , hi Spike. Just setting us up for tonight." She replied, beckoning him to join her.

Spike stood by her side, looking at the photo "Uh huh… so what does this have to do with the prowler?"

"Well Spike, those supplies I mentioned earlier… It was these little cameras I just bought. I put a spell on them so that they'll take a picture if anything goes through their line of sight. It wasn't easy, but I think I got it right."

Twilight's horn glowed again as she stood the tripod up in the middle of the room, screwing one of the cameras onto the top, facing the doorway. The other camera, she deposited on her bedside table, with a small book holding one end up, so that it faced the window.

"What's that one for?" Spike asked, pointing up to Twilight's bedroom.

Twilight hesitated for a moment. She hadn't told Spike about the shadow that passed by her window the other night, worrying that he might freak out more if he found out. She innocently smiled, shrugging.

"Er… Extra security. Just in case he came in through there. You never know…"

Hours later, the moon was high in the sky, gazing down on Ponyville.

Twilight lay awake in her bed, tossing and turning. She was confident that if anything happened, if their mysterious caller returned tonight, all the evidence they need would be there. But she was still apprehensive, nervous. Even a little excited.

It'd almost be a waste, she thought, if they don't come back…

A sudden sound reached her ears. Her eyes snapped open. They were here!

She made to get up, her ears perked up, ready to hear the telltale clicks of the camera downstairs.

_Click!_

And there it was. Whoever it was, she had their face now!

_Click!_

Twilight froze. That click was definitely closer.

Her gaze slowly turned to the small camera that lay perched on her bedside table. A shadow had fallen across the table, from the window.

There, framed in the window was the silhouette of a strange figure. Twilight froze with fear. It was coming in the window!

She shrunk back in terror as her eyes remained fixed on the strange pony, who stood motionless, staring back at her through unseen eyes.

Her heart was pounding. She wanted to scream, but her voice wouldn't work. She wanted to run, but she could not will herself to get up and flee from the terrifying sight.

But it did nothing. It didn't grab her, it didn't run away. It just stood there, occasionally shifting its balance on its unseen legs.

Twilight remained stock still. What did this pony want? Who was it?

She watched as something appeared to grow from the back of the mysterious pony. At first a lump. Then it grew, stretching out, like some bizarre tentacle, darker than any shadow. Twitching and wriggling slowly, the tendril felt its way through the night air, before turning to point directly at Twilight.

Cold sweat poured down the unicorn's face and body. Never mind who this pony was! WHAT was it?

The tendril slithered over the windowsill, snaking its way down the bed .

No. NO, get away! Get away!

Twilight pulled the covers over her head, quivering with terror.

Don't come any closer! **Get away!**

The covers were whipped back by some unseen force.

**GET AWAY!**

Twilight opened her mouth to scream, just as the tentacle wrapped itself around her head, shrouding her vision in darkness.


	4. SleepwaLk

"NO!"

The bright morning sun beat down on Twilight's face as her eyes snapped open. All she could see was a blurry haze of colour, with a piercing white light above her.

Blinking a few times, the haze cleared and she looked around.

How in Equestria did she wind up in the town square?

"…Wha..?" was all she could muster as she looked at her surroundings. She held her head in her hooves as a sharp twinge throbbed through her skull. She had never had a hangover in her life, but Twilight was certain that this must be what it feels like to have one.

Her limbs shaking with exhaustion, she stood up, holding her had low to ease the pain. Looking about more, she was relieved to see that the town square was empty. The sun was still relatively low in the sky.

Mustn't be much later than dawn, she thought to herself.

As she headed home towards the library, a myriad of questions and puzzles ran through her head. Why was she in the town square? How did she get there? Why was she so exhausted that she felt like she would pass out at any moment? The last thing she could remember, she was lying in her bed, trying to get to sleep at around midnight. Then that sound disturbed her dozing, and she saw…

Her stomach clenched over as the memory returned to her. Last night, when she had heard that noise, and saw that…thing in the window. That strange figure, which had just stood there, framed by the moonlight. Who reached out with some sort of extra limb to… wrap around her…

Further speculation and rumination was cut off as she suddenly succumbed to a fit of coughing. Hacking and wheezing, she staggered a few paces more before collapsing.

But as soon as it had begun, it passed.

Twilight got to her hooves; her ears drooped in a mix of fatigue and utter bafflement. Hardly like her to suddenly collapse in a fit of coughing. It hadn't been like she had swallowed something or she was choking; more like the sort of cough one gets with a bad cold, trying to hack up phlegm or mucus.

And yet, for all that coughing, she felt fine!

"That's it!" she muttered irritably to herself "I have to figure out what's going on here. And I know the perfect place to start!"

The door of the library swung open and Twilight staggered in. The hollowed-out tree seemed ominously quiet, even for a library, at this early hour. She smiled as she heard the gentle snores of Spike in the next room. He'd be up and about preparing breakfast in about an hour, completely oblivious to anything that happened.

Twilight then hurried to the camera she had left perched in the hall, facing the doorway, eagerly casting her eye about the floor, hoping to see a pile of photos from last night.

"Nothing?"

The word echoed gently through the library. The camera hadn't taken a single photo all night.

The other camera!

She scurried up the ladder to the landing where she slept, pausing in surprise as she clambered onto the ledge.

Below the camera were piled dozens upon dozens of photos. So it wasn't a dream after all, Twilight thought to herself.

The unicorn levitated the heap of photos, neatly sorting them into a stack. She flipped through the photos one by one.

At first, it appeared that several of the first photos merely caught animals outside the window, detecting their movement and snapping a photo. Many were very impressive, and could be worth much to a nature photographer, but Twilight callously tossed them aside.

As she flipped through them, she saw in one, a strange shadow emerged from the bottom of her window frame. With every photo it moved further upwards, until it filled the window. As soon as the figure came into full view in the photos, the images began to take a strange turn. Several looked distorted or fuzzy, as if something was interfering with the camera. Many still had visual tears or appeared too dark or too bright to make anything out. Equally many were mostly clear, perhaps a little blurry. But from what Twilight could make out of the figure, she began to wish they had been distorted too.

It was like something from a very strange dream. Clearly some sort of pony, it seemed to have no semblance of a mane or tail. With fur a pale off-white colour, it stood out like a sore hoof in the camera flash. What gender the pony was, Twilight had no idea. Its shape hinted at neither mare nor stallion; too angular and sharp to be female, but too thin to be male.

It appeared to be wearing some sort of jacket, almost like a black suit. And was that a red tie hanging loosely from its neck? Or was it something else?

But what unnerved Twilight the most was its face. Or rather, its lack thereof. In every picture of the strange pony, only a blurry haze could be seen where its face should be.

As she flipped through these disturbing images, she watched the clouds in the sky behind the pony float past, as it remained motionless. Then, a small black lump sprouted from its back.

Twilight began to flip faster through the photos, as the lump grew into an appendage, like a fifth limb. It extended, projecting from its back, snaking through the air and out of the shot.

The photos were moving so fast, the static images came to hideous, animated life as Twilight frantically watched the image of the tendril moving back towards its host, pulling something with it.

Twilight dropped the stack of photos as she came into view, gently led by the tendril up through the window and out of sight

Silence in the library, save for the echo outside of a town slowly waking up.

She slumped to the floor in a state of complete shock. With a gentle glow, she slowly gathered the fallen photographs up from the ground, placing them slowly on a nearby desk.

"What w-w-was that?" she whispered to herself, her voice quivering with terror. "Wh-what was that th-th-th-thing?"

"What was what thing, Twilight?"

She squealed in fright as a voice rang out from behind her. She spun round, her frazzled mane whipping about her face as she turned to see Rarity standing in the doorway.

Twilight breathed a great sigh of relief as every muscle of her aching limbs relaxed "Oh Rarity…phew, you scared me half to death!"

"Sorry, darling." Rarity replied as she dusted her hooves off on the mat. "But I saw you through the window, and then I heard you talking to yourself about something…Good heavens, look at you! You look a complete fright!"

The young unicorn stealthily placed herself between Rarity and the desk where the photos lay in a stack. "Yeah, I…I had a bit of a, er… a strange night." Twilight muttered as she looked her frazzled and mussed self over.

Rarity trotted over to her friend "Oh, I know, I know. I saw you last night, and I thought to myself..."

"Wait, what?"

Rarity saw the confused look on Twilight's face. "Don't you remember, Twilight? You were out walking about late last night."

Her face grew pale as Twilight heard this. Had Rarity seen all this? Had she seen…it?

"I must say, you certainly were acting strange. I was dusting off a drew out the window- I was finishing for the night, y'know- and I see you walking down the street, like you were off to visit somepony! I called down to you, but I guess you didn't hear me, because you just kept going down the street…"

"And… was there anypony, you know…else?" Twilight asked, dreading the answer.

But Rarity shook her head, "No, you were on your own, which certainly seemed odd to me. Of all the ponies in Ponyville, I can't say you were one I expected to see waltzing down the street alone at night! Don't you know how dangerous that could be?"

Twilight one again felt her legs give way beneath her, and she sat down hard on the floor. This was getting ridiculous!

"Although, not long after, I did see this other pony…"

Rarity was amazed at how quickly Twilight moved over to her, standing almost snout to snout.

"What other pony? Did you see somepony else? What did he look like? Was he wearing a black suit?"

Gently pushing Twilight out of her personal space, Rarity cleared her throat and carried on "Ahem, yes, I saw another pony, trotting the same direction as you, not long after you passed my house…wait, pardon? He? A…a black suit?"

Twilight blushed. Had she said too much? "Oh, er…it's nothing…"

The white unicorn sniffed "Well, they certainly weren't wearing a suit, but they were wearing some sort of black coat, but it was too dark to see them clearly… Twilight, darling, are you sure you feel alright? You don't seem yourself today."

She sighed "It's nothing…Like I said, I've…I've had a strange night."

That afternoon, Mr Snapshot got one of the strange requests of his time selling cameras. Twilight Sparkle, that charming young unicorn who worked at the library, came in and asked if he sold any video cameras, less than a day after she had visited last, buying two cameras and a tripod. Of course he did, he told her, and showed her the range of fine camcorders he sold at his shop. That was when she made a strange query. Was there any way she could carry a camcorder with her at all times, and film everything she does?

Now getting suspicious, Snapshot showed her a clever contraption that had just come in from the manufacturers. It incorporated a tiny video camera into a harness worn over the shoulders, with the camera held over the front, filming everything from the pony's point of view.

Twilight immediately bought this specialist camera, depositing a large bag of money on his counter. With that, as quickly as she had entered, the young unicorn exited. Mr Snapshot stood in his shop, watching her go, now deeply confused about what she might be up to. Fillies these days.

Not far away, on the fringe of the Everfree Forest, a young squirrel skittered along the bough of a gigantic chestnut tree. Drat! No chestnuts in this one either. His mother had told him it was the wrong season, but that didn't stop the young animal searching anyway.

But he paused as he felt the hackles on the back of his neck rise. Turning his gaze behind him, he saw the dense, dark trees of Everfree. His mother had warned him to never go in there. It was an unnatural place in Equestria, where nothing worked the same way as the rest of the land.

Deep in amongst those dark, twisted trees, something evil awoke for another busy night.


	5. VioLatiOn

A gentle breeze wafted through Ponyville as the afternoon gave way to the evening. As the bright sunlight began to dim, the pegasi fluttered about the town, lighting the streetlamps, bathing the town in a warm orange glow.

In a street just off the market square, five young ponies were seated around a table outside one of the many cafes dotting the town.

Rainbow Dash was the first to spot their sixth friend arriving. Waving a hoof, she motioned for Twilight to join her.

"Thanks, guys. Sorry I'm late, I had some things to take care of." Twilight said as she sat down inbetween Applejack and Rainbow Dash.

"No biggy, sugarcube." Applejack replied, "Yer just in time to order, I reckon."

As if on cue, the waitress came out to take their orders. Their usuals: two hay and daisy sandwiches, a plate of apple dumplings, a cake tray ("with extra cupcakes!"), and a bowl of hay-fries.

But the waitress was slightly surprised when Twilight asked for her usual to be omitted. But hey, it was no business of hers. She just shrugged and headed off to process their orders.

"What's up Twilight?" Rainbow asked, "Not hungry tonight?"

The unicorn shook her head. "Not really, no…"

"May it have anything to do with your…interesting, attire?" Rarity asked from across the table.

They all looked at Twilight, only just really noticing the peculiar contraption she had strapped onto her front. _If it took them that long to notice it, it must be doing is job well_. Twilight grinned sheepishly:

"Oh, you mean the harness? Well, it's a little gadget I bought today. It's a little video camera that I can strap to myself so I don't have to carry it around…"

"A video camera? Neat!" Pinkie Pie chirped up, stretching across the table to look into the lens of the miniature camcorder "Hi mom! I'm on TV!"

Rainbow Dash gently pulled her back to her seat just as she began to make silly faces into the lens, "So what's it for, Twilight? Are you shooting some sort of documentary or something?"

In reply, Twilight's horn glowed a soft purple colour, and her saddlebag popped open. A single photograph levitated its way out of the bag and landed squarely in the middle of the table.

"Not exactly" She muttered, keeping her voice relatively low. "Y'see, things have been a little…strange for me recently. Rarity, you remember your fashion shoot with all of us a few days ago?"

Rarity nodded, looking closely at the photograph "Indeed I do. Was this taken there?"

"Yeah… Thing is, I have no idea who took it." Twilight said.

Rarity levitated the photo in front of her face, examining it closely "Well, it certainly wasn't me. Look here, you can just see me over on the left. See?"

"So, you reckon somepony was secretly watchin' us? Kinda creepy, if'n ya ask me." Applejack asked, looking over Rarity's shoulder at the strange photo.

"Well, yes." Twilight continued, biting her lip "But I think… me in particular."

Silence descended on the table. Finally, Fluttershy spoke up in her timid little voice "But who do you think it is?"

"Isn't it obvious?" Rainbow Dash cut in, with the slightest hint of a grin. "Our Twilight's gone and gotten herself a stalker!"

Rarity hacked and coughed in a most undignified way as she choked on her sandwich. "A stalker? Good grief, you think so?"

"Well, it does say 'we are watching' on the back of the photo…"

Pinkie held the photo up, proudly showing the scrawled message on the back, to five very surprised ponies.

"…What? How did you…?" Twilight asked, before sighing. _What's the point?_ This is Pinkie Pie she's talking to. No doubt the explanation would just confuse her further.

Rarity took a look at the back of the photo, and recognition swept over her "So it does! I remember now, my parents made me study Old Equestrian in school…Vigilemus: We are watching- Or rather, the more accurate translation is 'We watch', but…"

She paused as she noticed everypony staring at her, flabbergasted.

"What? I have a life outside fashion, you know!"

"Ahem… Okay, so we know what the word means…But what about these two symbols?" Twilight continued.

"Well," Apple spoke, pointing to the first of the crude images "This here's obviously an eyeball… I'll wager it just goes with the message. No idea what the other means, though…"

They sat back, each pondering in their own mind the meaning behind the strange symbol: The circle with the X scrawled through it. Was it a monogram? A signature? Some sort of alphabet or code?

"Food's up!"

Everypony jumped as a nearby voice brought them each back to reality. The waitress had returned, laden with food.

"Oh...er, thanks." Twilight said, blushing slightly. She watched as the other ponies all dug in with gusto. Granted, she didn't feel like eating, but the food sure did look good.

"Are you sure you don't want some, Twilight?" Fluttershy asked, nudging a dumpling in her direction.

But the unicorn waved down the offer "No really, I'm fine. You enjoy it."

"Ehh, suit yourself!" Said Pinkie as she popped a third cupcake into her mouth, "Mmm, deeeelish!"

As they ate, Twilight debated in her mind exactly how much she should tell her friends. On one side, there was safety in numbers. But if they knew the details of who…or what, was following her, would they even want to get involved?

_Don't be silly_, Twilight's mind told her. _These are the living forms of the Elements of Harmony we're talking about! They'd never abandon you!_

But she didn't even know what they were up against. Whatever this… thing was, it was powerful, and potentially dangerous. And certainly NOT a pony.

As she mused, her mind began to wander. She looked around the town, watching the other ponies going about their daily lives, working, shopping, socialising. Why did she stand out? What was it about her that made her so…appealing to it? She shuddered as the word 'appealing' went through her mind. With that kind of phrasing, it just made it sound more and more like a stalker.

Gazing about again, she watched the town go by, as her friends dined, oblivious to her brooding nature. She saw the pegasi finishing lighting the lanterns as the sun hung low in the sky. She saw the market day draw to a close as ponies packed up their stalls and headed home. She saw the pony looking in her direction from the other side of the square.

The one in the black jacket.

As Twilight noticed the pony, they seemed to realise that they had been sighted, and made a hasty exit round the corner.

"HEY!"

Twilight leapt up from her haystack seat and galloped in the direction of the leaving pony. Her friends watched, astonished as the usually calm and collected Twilight Sparkle suddenly ran off in the middle of a meal.

"Hey, Twilight! What's up?" Rainbow Dash called.

"Where's she off to?"

"Come back!"

But Rainbow was never one for speculation. Bolting down her remaining food in record time, she spread her blue wings and sped off after her friend.

"Come back here!" Twilight called, as she gained ground on the pony. But he did not listen, sprinting like a wounded animal, through the streets of Ponyville.

As he turned a corner, Twilight got a brief glimpse at the stallion. She caught a few details before he hurried out of sight round the bend: a black jacket, pale brown fur, and a dark brown mane. Or was it straight black?

No luck. Twilight skidded round the bend to find an empty street.

SLAM!

Her mane whipped round her face as she saw to the side, one of the doors on the street slam shut. _That must be him!_

Banging on the door with a forehoof, she shouted to him "Open up in there! I wanna talk to you!"

No answer.

Twilight was growing impatient "I know you're in there! Open his door right now!"

Nothing.

_Alright, enough is enough_. Stepping a few paces back, Twilight focused her will on the door standing before her. Concentrating with all her might, she felt that family buzz of energy in her horn. Pointing it at the doorknob, she tried with al her might to force the door open, but to no avail. It was locked and bolted from the inside.

A sudden movement out of the corner of her eye got her attention as her spell simmered out. She turned to just see something moving down the road. Another pony, and…was it beckoning to her?

She took a few steps in its direction before she realised the sheer stupidity of her actions. Really, the last thing one does when they see an unknown pony beckoning, is follow them!

Her head said stop, but her limbs apparently in the listening mood. Her legs carried her forward, approaching the pony, which slowly began to walk away, down the street.

Twilight followed, now very worried about where she might be going. She wanted to stop, but her body was no longer under her control. Her curiosity had total control over her body. She had to find out who this elusive pony was, and what they wanted!

So intrigued was she , that she failed to notice the door she had been trying to breach, creak open slightly, as a pair of green eyes watched as she went.

She followed the pony around the bend and came to an empty plain on the outskirts of the town. On one side were the backs of houses and shops of Ponyville, and on the other side, the one facing her, were the dark trees of the Everfree Forest.

_THUMP!_

Twilight cried out as she suddenly felt a great weight land on her back. Her struggling limbs were pinned to the ground by four hooves.

"Nnnggh!...Get off me!" She shouted to whoever had pinned her. In response, her face was pressed firmly into the ground before her, squashing her nose. A voice, masculine and whispering, said in her ear:

"Struggle, and it'll take longer. And hurt more."

Twilight instantly became stock still, more out of terror than obedience.

She gazed through teary eyes as she saw a trio of ponies seemed to materialise from out of the woods. Each had their face obscured by a strange white mask, with black markings around the mouth and eyeholes, almost like black lipstick and copious eye shadow. What their cutie marks were, Twilight had no idea. Their flanks were clearly visible, but another mark obscured them. A circle, with an X crossed over it, carved into their flanks, as if by a knife.

They stood in a semi-circle around her, as she lay flat on the ground, held down by an apparent fourth.

"P-please…" Twilight stammered. "Let m-me go… What do you want from me?"

But the middle pony, a stallion with pale grey fur and a messy, brown mane, held a hoof to the mouth-hole on his mask, saying in a calm, gentle voice barely above a whisper "Sshh… he approaches."

Before she could ask what he meant, her assailants turned to face the forest, bowing low as something emerged. As It came into view, Twilight blanched with fear so chilling, it may yet have frozen the very tears on her face.

It was him. Her mysterious visitor in the night. Silently, It strode forwards out of the trees on limbs far longer than any pony Twilight had ever seen. Almost twice as long as Princess Celestia's. It's impossibly skinny body appeared to be clad in a black suit jacket and white shirt underneath, with a red necktie dangling from around its neck. Or was it some strange fur pattern?

Looking up to its pale head, Twilight gulped. No wonder none of the pictures managed to capture Its face. There was absolutely no semblance of a face whatsoever. No eyes, nostrils or mouth, just a blank surface.

As It approached the group, Its legs seemed to shrink and stretch with every stride, sometimes towering as high as the trees, sometimes just taller than an earth pony. Once It was among the masked ponies surrounding Twilight, Its body lowered as Its legs shrunk downwards. It now stood only a meter or two above their level.

Twilight felt her head forced up as her mane was yanked backwards. Her neck aching from the strain, she gazed through her tears, straight up at the pale pony.

Once again, Twilight saw that strange shape emanating from Its back, like a tentacle of pure darkness. The other masked ponies hastily backed away, still keeping their heads bowed low, as if in reverence. The black tentacle writhed through the still evening air, as it almost blended with the dimming sky.

It snaked through the air, slowly approaching Twilight's face. She closed her eyes.

She felt its clammy, cold, caressing touch, as it wrapped around not her head or face this time, but her horn.

The masked ponies watched in silence as Twilight's body doubled up, as if a sudden jolt of electricity coursed through her body. Her convulsions threw the pony pinning her clean off his back. He landed a few feet away, quickly getting to his hooves and bowing low, like his cohorts.

Twilight writhed in agony on the ground, her face contorted into a silent scream, as the tentacle remained wrapped around her horn. She squirmed and bucked as pain engulfed her entire body like a million hot knives piercing her flesh. In the confines of her mind, it was as if she was being stripped, violated, and forcibly drained of all thought, all emotion, all the happiness, love, fear, anger, despair, desire. All was being ripped clean from her mind, leaving nothing but the perpetual darkness.

The pale, faceless pony tilted Its head back, Its unseen eyes gazing upwards into the sky. Its limbs shuddered slightly as the black tentacle wrapped around Twilight's horn began to throb gently. With every pulse, both Twilight and It would twitch spasmodically, one in agony, the other, as if in some sort of orgiastic ecstasy.

"Twilight! Where are you?"

The pulsating of the tentacle ceased as It and the masked ponies heard a nearby voice. Unwrapping Its tentacle from her horn, It retreated a few steps, the assembled masked ponies rushing to his side, almost like frightened little fillies seeking comfort from a parent. In an instant, a great mass of writhing tendrils sprouted from Its back, each grasping one pony, wrapping around their entire body. It drew them close as it stepped back from Twilight's twitching, semi-conscious form. It watched as a light-blue pegasus rounded the bend, her rainbow-hued mane fluttering behind her.

"Twilight, there you…TWILIGHT!"

Rainbow Dash landed by Twilight's side, an expression of shock and horror on her face.

"Oh no...Oh no, no, no, Twilight! Twilight, wake up!" she cried, trying with all her might to rouse the unicorn.

Twilight opened an eye, weakly looking up at her friend. Sobbing silently, she pointed with a quivering forehoof in the direction of her pale, faceless assailant. It stood, motionless, as if watching her through invisible eyes, occasionally shifting its balance.

This was all Twilight could make out before her strength and willpower finally gave in, and she blacked out.

Rainbow looked nervously in the direction Twilight had pointed. The trees of Everfree stood before her, silent and still. Nothing more, nothing less.

Now extremely unnerved, Rainbow heaved with all her might, hoisting the twitching, sweat-drenched form of Twilight onto her shoulders, and ran back towards her waiting friends in Ponyville's market square.

It, meanwhile, just stood and continued to watch as the Pegasus and the unicorn fled back into the town. It turned around and, silent as ever, strode back into the trees. The harvest had been quite sufficient, even with the… interruption. It returned to Its home, deep in the darkest region of the forest, satisfied.

For now.


	6. vItA

Rainbow Dash paced up and down the hallway, her hooves making small _clack_ sounds on the linoleum floor. Her friends sat against the walls, waiting apprehensively. Fluttershy absent-mindedly tapped her fetlocks together, while on her left Pinkie Pie toyed with the gigantic pink bow that adorned her 'GET WELL REALLY SOON!' basket of cakes. Applejack sat wringing her hooves as Rarity groaned aloud at nopony in particular:

"Oohh, I can't stand all this waiting!"

"That goes for the both of us, Rarity." Rainbow Dash replied as she strode up and down the corridor of Ponyville Medical Clinic (Emergency Ward), "Nurse Redheart said she'd tell us how she's doing soon, and that was, like, hours ago!"

"Oh, I hope nothing bad's happened!" Fluttershy squeaked.

"You mean, worse than finding one of our best friends passed out on the fringe of the Everfree Forest with nopony else around?" Rainbow murmured sarcastically.

The heads of the five ponies turned as there came that familiar squeak of an opening door. Their breath held in apprehension, they watched as Nurse Redheart emerged from the adjacent room. The white pony's face gave away nothing.

"Nurse! How's she doing?"

"Is she gonna be alright?"

"What happened?"

Redheart held a hoof to her mouth with a gentle "Sshh!" before joining the five worried young ponies.

"First off, "She said, "I'd like to thank you all for bringing Miss Sparkle to me straight away. You did exactly the right thing."

Applejack pushed Rainbow Dash forwards "Wouldn't have happened if Rainbow Dash here didn't find Twilight when she did."

"Heh, well what else could I do?" Rainbow Dash replied, bashfully waving her tail. "You'd have done the same."

"Yeah, but not as fast as you, Dashie!" Pinkie replied, as she hugged her rainbow-hued friend.

"Well, you'll be glad to know that she's well on her way to recovery. She'll be fine."

The five ponies breathed a deep collective sigh of relief. Applejack stood forwards "So then, what exactly happened to her?"

The nurse-pony scratched with a forehoof at her pink mane "Well, we're not sure, to be perfectly honest. Physically, the only thing strange about her is some strange marks that were on her horn, but they faded within hours…"

"Strange marks? Like what?" Rarity asked, standing up.

"There were four strange red welts that went down her horn, meeting at the tip and going the tip straight down to the base. At first we thought it was some sort of infection, but they faded away just an hour before you girls arrived."

The five ponies wondered what this strange mark could mean, as Nurse Redheart continued:

"But other than that, it seems as if somehow, all her energy was sucked out of her. Her Vita energy, I mean."

"Vita energy?" Applejack asked "What's that?"

"It's a sort of energy that Unicorn magic uses." Rarity explained, she herself being a unicorn.

Nurse Redheart explained "Every conscious living thing in Equestria generates and contains a kind of magical energy, which is known as 'Vita', after the Old Equestrian word for life. Unicorns have the ability to channel and manipulate this energy by using their horns as a sort of concentration point."

"And whatever happened to her, it somehow sucked out all this Vita stuff?" Applejack asked.

The nurse shook her head "Not all. She still has a small amount left, and she's already regenerating her former Vita energy. We're doing what we can to help speed up the process."

Pinkie stood up, her basket of goodies held in her teeth. "Sho Doesh dat mean we can go shee her now?" she asked around the handle of the basket.

"Certainly. Just don't give her any grief. She still needs her rest." Redheart said as she opened the door, allowing the ponies into the infirmary.

The spotless white room held that strange chemical smell of hospitals: The blend of medicines, disinfectants, and everything else needed to maintain a sterile environment. The ward was filled with beds, each made up with green sheets and a single white pillow. But only the one in the far corner was occupied.

As the group approached Twilight Sparkle's bed, they finally got a good look at their friend. She lay on her side, eyes closed, and her coat messy and pallid. She was hooked to a strange device standing by her bedside. Some sort of metal contraption, covered with various dials and gauges and brass knobs and levers, with a large crystal held on the top. The machine was positioned by the opened window, so that the sun shone on the crystal, bathing the ward in multi-coloured light. A cable ran off the machine, leading to a clamp that was secured to Twilight's horn.

"It's a Vita–converter." Came Redheart's voice from behind the ponies "The crystal absorbs the excess Vita given off by nearby plants and animals, which is then pumped into her."

"Neat! So she'll be back and magicking in no time, right?" Pinkie asked as she put down her basket.

Nurse Redheart did not answer at first. Drawing the assembled ponies close to her, she lowered her voice "I'm afraid not. You see, this machine means we can help her replenish her Vita, but she's still going to take a while before she can regain all her former magical ability. Whatever happened to her, it nearly drained all her Vita in one go. The stress of such a draining is incredibly painful, and that's what caused her to pass out."

"How can we be sure she's still got any of this Vita stuff left at all?" Rainbow Dash asked in hushed tones.

"Well, she hasn't been reduced to a crumbling, dried husk of a pony." Redheart said in a morbidly matter-of-fact tone. Fluttershy ducked behind Rarity in horror at the thought.

"So, if you could, when we discharge her, please make sure she doesn't over-exert herself. She'll need to wait a few days for all her Vita to return completely , before she can fully do the magic she used to be able to."

With that, the white pony bustled out of the infirmary, leaving them alone, gathered at Twilight's side.

A few moments passed in agonising silence, when Twilight's eyelids began to flutter, and she groaned

slightly.

"Hmm…huh?"

She opened her eyes slightly, and raised her head to look up at her friends. Her dim eyes shone for the briefest moment with sudden terror as she shrunk back from her friends and pawing weakly at the cable clamped to her horn.

"Twi! Sugah, calm down. It's just us!" Applejack said, reaching out a comforting hoof.

The violet unicorn blinked a few times, and her eyes grew wide with recognition. Relaxing, she lay down again with a sigh, as she smiled up at the faces of her friends.

"Oh guys… I'm s glad to see you… Sorry about that, I thought you were…" She muttered weakly.

Applejack stroked her head gently "It's okay, Twi, it's okay. How ya feelin'?"

Twilight's hoof rested on Applejack's arm as she groaned "Ooohh… well, I can barely sit up, and my head feels like a piano landed on it." She grinned weakly: '_I should know…'_ "So, how long have I been out?"

"About a day. Just long enough for me to put this together!" Pinkie replied as she hoisted her gift basket onto the table at the foot of Twilight's bed.

She smiled as she saw the heaped cakes, muffins, sweets and pies of various colours and sizes in the basket "Aww, Pinkie, you shouldn't have…"

"Of course I should have, silly!" Pinkie replied indignantly "How are you gonna get better without my treats to help you along?"

Twilight nodded in agreement "Of course. With your food, I'll be fine in no time...By the way, where's Spike?"

"He's away on business, but he's gotten the message about you. He should be back by tomorrow."

The ponies sat in relative silence as the treats were shared out to all. Pinkie Pie made sure that Twilight got all the biggest and best servings. She'd need all the energy she can get.

But Rainbow Dash's mind was on other matters. Ever the forward-thinker, she was trying to put together in her mind what may have happened to her friend last night.

"Hey Twilight?"

"Mmmph?" was Twilight's muffled reply, as she spoke through a mouthful of cake. She hastily gulped "Sorry…Yes, Dash?"

Rainbow Dash hesitated, unsure about what sort of reaction Twilight may have from recalling the events of last night. _'But hey'_, she thought, _'surely all the others wanna know just as badly, right?'_

"So, do you remember… y'know, what happened last night?"

Twilight put down her slice of cake, her face growing serious. Rarity caught the sudden change in her

mood "Now, Twilight, you don't have to think about it if you don't want to…"

"She's right." Applejack said, turning Rainbow Dash "It might be a bit soon to start interrogating her, don'cha think?"

"No, it's alright," Twilight said, sitting up in her bed. "I know you're all curious. Besides, if we work together to figure this out, we might stand a chance."

"A chance against what?"

"Against what's been following me for the last few days. I got a good look at them yesterday..." Twilight replied, shuddering slightly as she began to remember her assailant.

"Well, you girls will remember that yesterday, not long after I told you about my whole camera thing, I suddenly ran off, right?"

They all nodded.

"Well, while you were eating, I spotted somepony staring at me from across the square…"

The five friends sat with undivided attention as they listened to their friend relate her account of how she chased the elusive pony she saw watching her, and how he mysteriously disappeared as they rounded a bend.

"…And that's when I spotted another pony not far away. He was… beckoning to me. I know I shouldn't have, but my curiosity got the best of me, so I went after him instead."

"Oh fer Pete's sake, Twilight! Didn't anypony ever teach you about Stranger-Danger?" Applejack muttered, like a mother scolding her child.

Twilight twisted the bedsheets around her hoof "I know, I know! I dunno what came over me, I couldn't stop myself!"

Rarity rolled her eyes: For all her genius and magic, Twilight could really be naïve sometimes. "So, where did this fellow lead you?"

"Out to the edge of town, by the Everfree Forest. But before I could do anything, somepony grabbed me and pinned me to the ground…" Twilight related, her voice beginning to quiver. "I tried to get free, but they just told me it would…hurt more if I struggled."

"Wh-what would hurt more?" Fluttershy whimpered.

The violet unicorn bowed her head to hide the tears now beginning to form in her eyes. "I-I dunno… I also dunno how it could've hurt more! It was the most painful thing I've ever felt in my life…"

Rainbow Dash hesitantly asked "What happened, Twilight?"

"Well…when they'd pinned me down, this bunch of weird ponies came out of the forest… I couldn't see their faces, they were wearing masks. Then, something else came out of the forest…Like something out of a nightmare!"

Twilight buried her head in her hooves as she sobbed uncontrollably as the horrible vision of that tall, faceless pony strode into her mind on its spindly, bony legs. Applejack leaned over and gently hugged her friend, as the others sat in silence.

"It's alright, sugahcube. You don't have to go on if'n ya don't want to." The blonde-maned pony reassured her.

"Besides, I think given the evidence, we can guess what happened…" Rarity added grimly.

But Twilight was determined not to appear weak. Wiping the tears from her eyes, she sat up again and took a deep breath.

"Rarity, you're the best artist. I'm gonna try to describe what that… thing looked like. D'you think you can draw it to my description?"

The beautiful unicorn nodded, as her horn gave off a gentle glow and a pencil and a sheet of paper floated out of her saddlebag. Holding the pencil ready she nodded "Go ahead, darling. But don't push yourself too hard. The haggard look really doesn't suit you."

The other ponies watched over her shoulder as Rarity sketched out the figure as Twilight described it:

"...And really long legs…no, longer than that, longer!"

"Oh, you mean like The Princess's?"

"No, longer than that… Like, not natural…"

Rarity shrugged and made the leg stretch off the page, wondering to herself how such a bizarre pony could even stand up straight on such long, thin legs.

"And a black suit you say?"

"Yeah, with a red necktie underneath."

"What about the face?"

"Leave it blank."

Rarity raised her eyebrow in suspicion. "Blank? So, you didn't catch its face?"

Twilight shook her head "No, I got a good look. But there wasn't any face."

"At all? Nothing at all?"

Twlight shook her head.

Rarity held up the completed sketch for all to see. She turned it so that Twilight could get a good look. She gulped audibly and nodded.

"That's him alright."

"So… after it came out of the forest, what did it do?" Rainbow asked, somehow eagerly awaiting, and dreading, the answer at the same time.

Twilight gulped again and continued her story "Well, it came and stood in front of me. The masked ponies forced me to look up at it, and I saw…it was like some sort of tentacle, but impossibly black… like it was made out of dark itself…It stretched out and the tentacle touched my horn…and then it…"

Any further speaking was drowned out as a fresh flood of tears poured forth. The others stood by uneasily as Applejack hesitantly rested a hoof on Twilight's shoulder.

"Okay, okay. You best stop there, Twi. From what the nurse told us, I reckon I know what it did."

The violet unicorn gazed up at Applejack as she explained:

"Nurse Redheart told us that whatever happened to you, it drained you of something called Vita energy. My guess is this… thing, whatever it was, somehow took most of your Vita."

Twilight nodded in understanding "That would explain a lot. Vita's generated by emotion and conscious thought, so it would explain why I passed out after… after it happened."

"But wait a minute!"

All eyes turned to Rainbow Dash, who had been silent thought during Twilights story. "When I found you, there wasn't anypony else around. No masked ponies, no suit-wearing pony with long legs and tentacles, nothin'."

"What are you talking about?" Twilight responded in confusion "They were standing right in front of me the whole time! That's what I was pointing at before I passed out! You're telling me you didn't see it?"

"Believe me, Twi, if I saw that thing, I'd have remembered it!"

Twilight's head fell back to rest on the pillow. Just another enigma to add to this creature. _'This is getting weirder and weirder by the minute! Am I the only pony who can see it?'_

"What about that pony you saw in the market square?" Fluttershy asked, eager to steer the subject away from whatever may have attacked Twilight "What did they look like?

"Hmm… Well, I didn't get a really good look at him…" Twilight mused, wiping the tears from her face for the second time that day. "Let's see… it was a colt, and he had kinda pale brown fur… He was a brunette too; he had a longish dark mane and tail, kind of inbetween brown and black."

Rarity's eyes grew wide as something dawned on her "Was he wearing a black jacket?"

Twilight looked at her friend in confusion. Then it hit her "Ohmygosh, yes, you're right! It was him!"

Rainbow waved a forehoof between the unicorns "Was who? Care to share with us, ladies?

Rarity explained "Well, a few nights ago, I saw Twilight out walking around in the middle of the night, and a moment later, I saw another pony following her. I'll bet it was that same pony you saw in the market square!"

Twilight turned to Pinkie, who had been nervously munching away at the remaining treats in the basket.

"Pinkie, you know everypony in Ponyville. Does that description sound familiar?"

Pinkie thoughtfully chewed on a pastille as she cast her mind back to see if anypony she knew matched that description "Hmm…lemme think… Not much to go on with that description… Nope, sorry, I got nothing."

Silence fell on the group of friends as they digested this new information. Not a sound was heard in the ward save for the clatter of hooves in the outside corridor, and the gentle hum of the Vita-converter.

Suddenly there came a resounding '_thunk!'_ as Pinkie Pie smacked herself in the head with a forehoof.

"Oh, of course! Look at me! I'm a dope, I'm a nitwit, and I am a silly-pie!"

"Pinkie? What's up?" Rainbow asked, her head cocked to the side.

"I DO know that pony! I didn't recognise the description because I'd forgotten about him! It's been so many years since I last saw Tally Tome, I totally forgot about him!" Pinkie squealed in delight, bouncing up and down.

The ponies all looked to eachother in bemusement as Pinkie continued to bounce about the room in delight. Twilight tilted her head in confusion "Tally Tome? Who…?"

"Oh, you wouldn't know him, Twilight." Pinkie interrupted, "He's from before you moved here. His full name's Talisman Tome but I call him Tally for short."

"I think I've heard that name before… but didn't he leave town years ago?" Rarity asked, turning the name over in her mind.

But Pinkie shook her head "Oh no, he's still around. He's not exactly the most sociable of ponies, though. But I sometimes deliver cakes and sweets to his house, and your description sure sounds like him!"

Twilight leaned forward in her bed, her hooves grasping Pinkie's "Pinkie. Can you take me to see Tally? He might trust you more."

Pinkie smiled reassuringly at her unicorn friend "Okey Dokey Lokey! First thing tomorrow, we'll go pay him a visit. I gotta give him his usual cake delivery anyway, you can help me with it."

"Tomorrow?" Twilight asked, her ears drooping slightly "Why can't we go sooner?"

"Because you still need to rest, Miss Sparkle!"

The group of ponies jumped collectively as Nurse Redheart spoke up from behind them. The white pony pushed her way through to Twilight's bedside, gently making her way through the ponies gathered around her bed.

"You should be fit to leave tomorrow, but until then, you need to rest!" She ordered as she re-fluffed Twilight's pillow and tucked her in again.

She turned and faced the others, ushering them out of the ward "Visiting times are over now, I'm afraid. Come by tomorrow around midday, and you can take her home then."

They each gave a wave and a smile before they left, each saying their goodbyes.

"See ya tomorrow, Twilight."

"Be sure to rest up, you'll need your beauty sleep."

"Get well quickly Twilight."

"Yeah. Days just ain't the same without ya."

"And don't worry. Tally will still be there tomorrow."

Twilight smiled as she watched her friends leave. They were the best friends she could ask for. Always loyal, always willing to help, and always there for her.

"Well, Twilight..." She whispered to herself as she drifted to sleep again "I dunno what's gonna happen next, but at least now your friends are by your side."

She gave one last little yawn before she closed her eyes and snuggled down in her pillow, ready for a good, long sleep.

So deep in sleep was she, that she failed to notice as the doors of the ward opened again and a pony with pale brown fur and a dark mane, clad in a black hooded-jacket, entered the room. Glancing around furtively, the pony sidled up to Twilight's bedside, and deposited on her table, a small, black leatherbound book.

With one last green-eyed glance in her direction, he hurried out of the ward, leaving no sound but the echo of his clacking hooves, and the gentle hum of the Vita-converter.


	7. ComPaniON

Applejack one gain smelt that familiar smell of hospitals as she entered the ward. The mix of medicine, disinfectant and soap. Followed into the ward by her fellow ponies, she waved to the far bed; the only one with an occupant.

"Howdy, Twilight! We're here to take ya home!"

But there came no reply from Twilight, who lay on her front on the bed as she flipped over another page in a small black book that lay open before her. Her eyes were fixed on the pages, breaking her gaze only to allow for a brief bout of dry coughing. Around her, there lay about a dozen sheets of paper, covered with notes and calculations.

"Uh…Twi?" Applejack said again, a little louder as she approached her bed "We're her to take you home now!"

Apparently she heard that time, raising her head once her cough subsided, to greet her friends "Huh? Oh, hi guys. So, Nurse Redheart said that I can go then?"

"Yep." Came Rainbow Dash's reply, as she smiled at Twilight's absorption in her book "Geez Twi! Not even out of hospital and you're already back to the studying!"

Applejack, meanwhile, noticed with some concern that wherever there was a zero or an O in Twilight's notes, it was crossed out with an X. Just like that strange symbol from the back of the photo.

"So, ah…" Applejack watched as Twilight made another note, pen held between her teeth. Here was no mistaking it: Every time she wrote an O or a zero, she would put the X over it, as if it was the perfectly normal way of writing. Coughing nervously, Applejack continued "So… what'cha got there, Twi?"

Twilight marked her place in the book by folding down the corner of the page, and flipped to the front of the book. Holding it up, the others peered closely at the two words written in black ink on the front page:

"Cog…Cognitio…Comm…?" Rainbow Dash read aloud, attempting to decipher the cursive script.

"'Cognitio Communis'." Rarity finished for her "It's Old Equestrian again, I believe… Though I'm not sure what it means, I've forgotten a fair bit of my Old Equestrian. Wherever did you get it, Twilight?"

The violet unicorn closed the book, revealing a black, unmarked cover. "I'm not sure… I woke up in the morning, and it was right there on my bedside table!"

"You think it was…" Applejack hesitated for a moment "…Them?"

Twilight shuddered for a moment as she briefly recalled the silent, masked ponies that led her to that clearing outside Ponyville.

"Maybe…But if it was, then why'd they give it to me? What do they expect me to do with it?" she asked as she pushed back the covers and slipped out of the bed. She stumbled at first as her legs gave out for the briefest of moments. But she found her strength quickly and stood tall once again. "Aahhh, it feels good to be on my hooves again."

Twilight closed her eyes a moment, straining to summon up her magical power. Her horn glowed a dim purple colour as the black leatherbound book slowly floated into the air, wobbling slightly.

"Allow me, Twilight." Rarity quickly stepped in, the white glow of her horn's magic mingling with Twilight's purple glow surrounding the book. It became steadier in its floating and slowly lowered into Twilight's saddlebag, which floated up to land on her back.

Twilight glanced at Rarity in confusion. The white unicorn shrugged slightly "Nurse Redheart's orders, Darling. She says that you'll need to keep magic to a minimum until you're fully recovered."

The group of ponies blinked in the sunlight as they closed the door to the Clinic behind them. Rainbow Dash fluttered alongside Twilight as she asked "So, what was in that book then? Or was it all written in Old Equestrian as well?"

But Twilight shook her head "No, I could read what it said clearly enough. But what it did say didn't make much sense!"

The group strolled through the town, in the direction of Pinkie Pie's home at Sugarcube Corner.

"I've only read about a third of it, and most of that was just pages of weird pictures, like a little foal's drawings, with the occasional caption here and there. The rest of it just gets weirder. It's like some scientific guide to something. It goes on all about Vita Energy, talking about its uses, just like one of my magic textbooks. But then it goes on about something called a 'Dimensional Hourglass'"

"What in the hay's that supposed to mean?" Applejack wondered aloud to nopony in particular.

Twilight sighed "I wish I knew. Those pictures didn't make things any clearer. I couldn't make head or tail of any of them! It's all a bunch of symbols, like eyes, globes, arrows, all sorts of strange stuff. I sure hope your friend can help us, Pinkie"

"No worries, Twilight!" Pinkie replied from behind "From what I know about Tally, he's kinda into this creepy stuff."

Twilight had to wonder what Pinkie meant by that. What exactly was he 'into'? She turned his name over in her mind as they walked. Talisman Tome. She knew what both words meant: A tome is an old word for a book, and a talisman is some sort of charm that's supposed to have some sort of magical power, often some sort of protective ability. Was he a magic student? _How could he be,_ Twilight thought. _He's an Earth Pony_.

She put her musings aside as she and her friends arrived at the colourful gingerbread house that was Sugarcube Corner. Pinkie bustled about the shelves, pulling a small trolley with her tail as she shoved whole stacks of cakes and sweets into a basket resting atop the trolley.

"Just lemme get his order together, "Pinkie called as she worked "and we can head over to Tally's place, lickety split!"

Moments later, she returned to her friends, laden with a pair of baskets overflowing with all manner of cupcakes, doughnuts, muffins, pies, candy and general sugary goodness. Pointing to the lighter basket, she said to Twilight "You grab that one, and I'll take the other."

"What about the rest of us?" Applejack asked from beside a display of applecakes she was admiring "Y'all need us to carry anything?"

"Nah, just make sure we don't drop anything."

With that the group left the sweetshop and returned to the town, Pinkie in the lead with Twilight and the others closely behind.

The violet unicorn looked about nervously as she walked through the town. The fur on her neck stood up as she felt a feeling of anxiety. She just didn't feel safe anymore, not even in her own hometown! Every street could have a masked pony just round the corner. Every window could have a figure peering from it, down at her.

Her nerves only became worse as she and her friends rounded the bend and came to that street where she had chased that pony, before he vanished into the house. Her memory conjured up images of the figure of a masked pony, standing near the end of the street, beckoning with a hoof…

"Twi? You feelin' alright?"

She jumped slightly as she heard her name. Flushing a deep crimson, she looked to Applejack, who was looking at her oddly.

"OH! Erm, yes…I'm fine."

"You just sorta spaced out there for a sec." Rainbow Dash remarked as she followed Pinkie.

"Sorry" Twilight muttered, trying her best to regain her composure. But she could not help being nervous. They were so close to the clearing where it happened.

"C'mon Twilight!" Pinkie gave her a gentle nudge with a hoof as she passed, trotting to the line of houses on the left side of the street.

Twilight took a deep breath around the basket clenched in her teeth, steeling herself, and followed her pink friend.

From the outside, the small bungalow appeared unremarkable. A grey-brown door, with misty glass windows either side. It looked like the lights were off inside. Pinkie knocked on the door with a forehoof, putting her basket down to call out.

"Special delivery from Sugarcube Corner!" She called in a singsong voice. There was no answer.

Pinkie knocked again, harder this time, as she shouted again "C'mon Tomey! It's me, Pinkie Pie! I got your sweets for the week!"

"The week?" Twilight asked incredulously, putting down her basket "You mean he goes through all these sweets in a week?"

Pinkie nodded, saying with a hint of concern "Yep. I keep telling him, someday his sweet tooth will be the only tooth left in his mouth!"

She knocked louder again on the brown door, but to no avail.

"…Tomey?" Pinkie called with genuine worry. Trying the handle, she squeaked with surprise as the door swung open and she fell inside. Twilight and the others peered inside the house.

She helped Pinkie up and apprehensively stepped into the dark hallway. It was a small house, with only a single floor, with a long hallway with doorways alongside both sides, with an open doorway to a living room on the left. On the side as they entered, there was a low rack, where there hung on a peg a blue denim jacket, next to another empty peg. Twilight noticed that the jacket was strangely faded and moth-eaten, and covered with dust, as if it had not been worn for a great deal of time.

"omey?" Pinkie called quietly as she and her friends entered the hallway. It seemed deserted.

The group bunched closely together as they slowly walked through the corridor, into the living room. Shadeless lightbulbs hung from the ceiling, switched off and giving no light. The plaster on the walls had begun to crack and traces of rot showed in the corners where the walls met the ceiling.

"Good grief!" Rarity muttered to herself, "How can anypony live in such conditions? It's simply a mess in here!"

"Normally, I'd be the first to tell ya to get a hold'a yerself," Applejack whispered "But I gotta agree. Doesn't look much like anypony's lived here for a while."

As they gazed about at the strange state of the house, Twilight noticed with some amusement the scattering of sweets, cakes and other treats, all about the place. In one room there would be a half-full box of cupcakes, in another a bowl of lollipops, in another a cake-tray. Twilight giggled slightly as she entered the dining room, where she found a gigantic, half-eaten cake lying on the table in the middle. Her laugh rang ominously through the darkness of the room, and she quickly fell silent.

Another doorway caught the unicorn's eye, just off to the side of the table. Peering around the doorframe, her jaw dropped.

From the floor to the ceiling, the walls of the room were covered in all manner of papers and photographs, haphazardly pinned all over the place. At least, any space on the walls not taken up by overflowing bookcases. The floor was similarly covered with stacks and heaps of sheets and books, with the odd bowl of sweets here and there, as well as a single double-drawer dresser against the right hand wall.

Twilight entered the room, treading carefully, so as not to disturb any of the papers that littered the floor. Looking down between her hooves, she saw that many of the sheets of paper were covered with strange, crudely draw symbols, recognising many such symbols from the black book. Among the crude drawings, she saw that ever-present symbol, of the O with an X through it.

Scattered among the papers were a variety of books. Some were clearly old, bound in tattered cloth with worm-eaten pages. Some were much newer, with pristine dust-covers and crisp white pages, and several were little more than great masses of notes bound together with strings looped through punched holes on the edges. They were a strange mix of books, including compilations of pony-tales, horror stories and myths, as well as several she recognised from copies she held in her library, such as 'Ghost, Goblins and Ghoulish figures' and 'Mythological monstrosities'. But one string-bound wad of papers caught her eye, labelled 'Cognitio Communis: The Collective Knowledge'

"Collective Knowledge?" She read aloud. _So, is that what that means?_

The opposite wall seemed to hold most of the photos in the room. As she peered closely at them, her face grew pale. She'd recognise those masks anywhere. The photos showed images of the dark, twisted trees of the Everfree Forest. Among the trees could be seen those mysterious masked ponies, walking together in the blackness of the Forest.

Next to these pictures, there was a sort of collage of pictures of various ponies. All of them were unicorns, she noticed, including herself and many others she recognised, from around Ponyville. All these pictures had been seemingly crossed out in green pen, except her own, which remained blank, and another unicorn stallion that she did not recognise. His smiling image had been crossed out with a red marker pen, while hers remained devoid of any marking.

"Wh-what is this?" Twilight whispered in confusion. "Why am I on here?"

"Twi?"

The unicorn jumped slightly as she heard Applejack's voice from behind her. Turning around, she saw the earth-pony framed in the doorway, gazing into the room in amazement.

"What the Sam Hill…? What's all this?" She muttered as she came in to join Twilight. Moments later, the others joined them in the room, looking around at the mess.

"Hey! My house is in this one!"

"Hmmph, I must say, whoever took these could use a lesson in photography."

"What's with all the drawings all over the floor?"

Their aloud musings were cut short, however, as Fluttershy gave forth a terrified squeak. The others turned around to see her pointing fearfully at one photo on the wall, quivering like a leaf in the breeze.

As soon as Twilight saw it, she knew why.

There it was. That thing she dreaded the most. That huge, gangly, pale, faceless figure, in Its black suit and red necktie. It was depicted walking through the clearing between the outskirts of Ponyville, and the Everfree Forest. Twilight recognised it as the very place where she encountered It that evening, where It… took her. It seemed to be walking out of the forest, followed closely behind by another pony of regular size, with grey fur and a brown mane, a white mask strapped firmly to their face. The photo itself appeared distorted and grainy, as if the camera was broken when the photo was taken.

The ponies silently looked at the image, eyes wide with horror at what they saw. Even with Twilight's description, they were shocked at the sight of it. It looked unnatural, monstrous, as if from an illustration in a book of spooky pony-tales.

"So…that's him, huh?" Rainbow Dash said quietly.

Twilight nodded dumbly.

"My stars…I've never seen anypony like it…" whispered Rarity timidly.

"If ya can call it a pony at all." Applejack added.

Twilight just gazed, frozen with fear, at the tall, faceless pony in the photo. So, somepony else had managed to photograph It as well then. What connection did this Talisman Tome have to this all? Was he also being followed and visited in the night? Was he working with them?

"Oh!"

The six friends froze simultaneously as a new, unfamiliar voice suddenly came from behind them.

"Oops…" Twilight whimpered, as she slowly turned around to face the doorway.

A lightish brown colt stood before them, with a dark brunette mane that hung messily about his neck and face, rather long for a colt, but still short in a filly's eyes. The black jacket that he wore around his shoulders failed to hide his rather thin and gangly frame, and his green eyes and agape mouth held that odd expression of blank, dull surprise that, somehow, only a young colt can pull off.

"…Well…This is unexpected…" He said.

He stared blankly at Twilight and the others, completely unsure how to react.

Twilight stared back, equally blankly. Was this really him? "T-Talisman…Tome?"

The colt nodded, eyes still wide with surprise "Uh huh… And you're Twilight Sparkle?"

Nodding, the violent unicorn stood up and reached out a forehoof to the brown colt. Hesitantly, he reached out a forehoof to meet hers with a gentle _Clack_, tapping together in the pony equivalent of a handshake.

"Talisman, We need to talk."


	8. EviDenCE

Talisman Tome bustled about in the dusty, messy dining room of his house, brushing the surface of the table clean with his tail as he callously pushed the half-eaten pie aside. He then proceeded to light all the lamps in the room, and draw the curtains on all the windows. The six ponies stood by and watched curiously as the colt pulled up six moth-eaten cushions, arranging them around the table.

In the awkward silence, Twilight felt compelled to offer assistance "Er…Do you need any help?"

But Tally waved her down, not even raising his head to look at her; he just carried on with putting out cushions around the table, calling out "No, no, I got it…Caught me at a bit of a bad time, y'see. If I knew you were coming so soon, I'd have done somethin' about the mess… I've been a bit busy lately… Erm, help yerself to some sweets while you wait, if you want."

Twilight looked about and saw a bowl of gumdrops on the floor right next to her. Not wanting to appear cold, she politely chewed on a few, while her friends did the same, politely, if hesitantly, helping themselves. Pinkie Pie, however, needed no second bidding and eagerly dug into the remainder of the discarded pie.

Twilight watched Talisman as he finished laying out cushions and sat down on one. "Have a seat…er, please." He said, motioning with a forehoof. The unicorn sat down opposite him as her friends followed her example. In her mind, she was still sceptical about how this colt could help her. He honestly wasn't what she was expecting. Granted, he had seen him before, but only briefly. When Pinkie Pie talked about him, she pictured some wise old stallion, well versed in ancient lore and legends. His name only added to the image: Talisman Tome, a protective magical artefact and an ancient book. To instead find that he was a nervous, skinny colt, no older than she was, living in a squalid little bungalow… It did seem a bit of a letdown. _But_, _beggars can't be choosers, s_he thought_. He definitely has something to do with this, so maybe he can help me find some answers._

He sat down opposite her, nervously shuffling in his seat, "So…uh, I guess a good place to start is so we're all on the same level…so, can you tell is exactly what's been happening?

"Hold it!" Rainbow Dash raised a hoof "I dunno about the others, but I think you're the one who needs to explain things first."

Twilight nodded "I agree. For starters, who are you, and why have you been following me? And what did you mean, 'If you knew I was coming so soon'?"

Talisman leaned forwards, as he took a deep breath and spoke:

"Okay then… You already know my name, and no doubt Pinkie Pie's talked about me, right?"

Twilight nodded "Well, not much, but yes."

"Well, whatever…I'll start from the beginning. I'm Talisman Tome, my special talent lies in studies of ancient lore and old myths, as you can see." He stood up for a brief moment and turned his flank to the other ponies, showing a cutie mark shaped like a large old-fashioned book with a star on the front. "Now, A few months ago, a friend of mine and I read about a strange creature."

He grabbed an old, tattered book from a heap on his left, hastily wolfing down a cupcake on his way. Flipping it open to a certain page, he nudged it towards Twilight. The unicorn looked over the pages of the book, and felt a chill of fear. There he was again, that ever-present creature; the pony that was not a pony, devoid of facial features, with spindly legs longer than any pony. It was depicted in an old woodcut engraving. However, instead of being clad in a black suit and tie, he appeared to wear a long black cloak that draped over him, down to his knees. All around him were ponies of all ages and kinds, their faces contorted into terrified screams. From the creature's back several long, spiderlike limbs stretched out over the ponies, one limb grabbing a young Pegasus pony, pinning her to the ground.

"The story talked about a creature called the Slendermane. According to the stories, this creature would emerge from the darkest forests at night and eat up anypony it crossed. It just seemed like a standard boogymare story, meant to scare little foals. But there seemed more to it to us. I dunno what it was," Talisman said "But something about this legend really interested us. So, we kept studying it. Turns out a similar figure appears in a lot of stories and legends from all over Equestria. He always has different names, like the Tall One, the Faceless King, The Pale Knight, Der Ritter, Equitem, the list goes on. We got onto reading some really interesting stuff in some…interesting, books."

"You mean like that black book you sent me?"

The pale colt grinned sheepishly "Heh…guilty as charged…But actually, that one's a bit different. Anyway, we kept researching this legend, trying to find out everything we could. Then one night, I see something moving around in the Everfree Forest. So I go to check it out, and I see these ponies all standing in the middle of this clearing, wearin' these weird masks."

Twilight held a hoof to her mouth in silent shock.

"I just watched them for a while, but they just stood there, totally silent. I managed to take a few pictures, but when I got them developed…well…"

Talisman got up for a moment and entered the room off to the side, the one with the walls covered in photos. Moments later he returned, a photograph held in his teeth. Setting it down on the table, Twilight got a good look at the blurry image. There were the four ponies in masks, all standing in a clearing, as if forming the corners of an imaginary square. But in the middle of them, there stood the tall, faceless figure that haunted her so.

"Thing is, I didn't see him there when I took the photo, but when I got it developed, there he was." He continued nervously "It was that same creature I'd read about. I showed it to one of my unicorn friends, and he told me that he'd seen the creature too! He had spotted it walkin' around in the woods one night when he was walking home from a party.

So then, we both started heading out at night to try to spot this thing again. Only now, I could see him for real too… Every night we'd see him and those masked ponies just standing in a clearing in the woods. But one night, we get too close. They spot us…"

He paused for a moment, as if in thought. Yawning suddenly, he gasped to himself and hastily grabbed another cupcake from the dresser on the side of the room and wolfed it down. Licking his lips, he continued:

"Anyways, the masked ponies all freak out and rush us. In the scuffle, I manage to get away, and while I ran, I found this ratty old book -The book you now have, Twilight. But…" Talisman shrugged "I'm clueless on what that book means."

Twilight raised a hoof as something came to her attention in Talisman's story "Hold on… You said there was another pony researching with you, a unicorn. What happened to…?"

"But then," Talisman quickly interrupted "Then, one night I'm out heading to do another investigation, and who do I see but our tall friend, and you, out for a moonlit walk."

All eyes turned in surprise to Twilight. Her mind went back several days, to that night when she saw him for the first time, peering in at her through unseen eyes from the window. He reached in with its tendril of inky blackness and…

"Ah yes, I remember that night!" Rarity spoke up "I saw Twilight walking about at night a few nights ago, and then saw another pony following not far behind…Which was you, I presume?"

Talisman nodded, "I followed until the pair of you went into the Everfree Forest…I didn't go in after you…not-not going in there again."

"But wait…" Rainbow spoke up, "You say you saw Twilight and…that thing, walking together, but Rarity says she saw Twilight out walking alone." She tapped her chin with a forehoof as she continued "Come to think of it, when I found Twilight outside the Forest a few days ago, she told me later that she saw Him standing in front of us, but I didn't see anypony."

"Really?" Talisman' ears perked up "N-Now that is interesting…So, only certain ponies can see him, huh?"

Everypony sat back in silence, each dwelling on this newfound fact. As they ruminated, Talisman grasped a pen in his teeth and eagerly scribbled down notes on this discovery, next to previous notes that speculated theories on why he used to not be able to see him. Needless to say, these new discoveries fairly threw his old theories out the window.

A-anywho," Talisman spoke up again, breaking the silence "There's more. When Pinkie Pie came for my next delivery, I described you to her, in case she knew you. She told me, she said…'That's Twilight Sparkle, Tally. One of my bestest friends, a real genius'."

"Oh, Tally, stop it!" Pinkie Pie giggled "You're embarrassing me!"

Twilight turned to Pinkie Pie "Why didn't you tell me somepony was asking about me?"

The pink pony shrugged "You never asked, silly!"

"Well, I thought it was mighty interestin' to see somepony else involved with Him. And with Pinkie calling you a genius, I sent the book to you, 'cos I hoped you'd be able to make sense of it." Talisman finished.

Twilight's ears drooped slightly as she smiled bashfully "Oh, well… I'm flattered, but I'm afraid I'm just as clueless with it as you…"

Silence once again descended on the assembled ponies. Pinkie Pie took advantage of the lull in activity to help herself to the bowl of gumdrops by Twilight's side. As she chewed the gummy treat, a sudden thought came to her.

"Hold on a sec! If you wanted to see if Twilight could make sense of the book, why didn't you just go and see her?"

"She's got a point there, partner." Applejack piped up.

"Well, ah…Y'know, I, er, didn't want to draw too much attention to myself. I wasn't sure if those masked ponies knew I was still watching them, you know?" The colt replied, nervously scratching at his mane.

Twilight raised an eyebrow at this reply. _Was there something else to it?_

"But that's not the big question, no. The big question is 'why?'" He continued, getting up and walking around the room until he was face to face with Twilight.

"Why you in particular? What is He after?" Talisman wondered aloud, looking Twilight up and down "Why are you so special?"

"To be honest, I was hoping you'd know." Twilight replied, gently pushing the colt a bit further back from her.

"Well, I'd think it's a bit obvious." Rarity spoke up "Twilight wakes up after being attacked by this thing, nearly drained of all her Vita energy, and the next day, receives a mouldy old book that apparently belongs to those masked fellows, that talks a lot about Vita energy? I think the connection is rather clear."

Talisman took up his pencil again and noted down the fact "Interesting, interesting…Vita energy, that's the magical energy unicorns use to do magic, right?"

"Yeah, and since he attacked me," Twilight replied "I haven't been able to use my magic as much. But I'm slowly getting it all back."

"Right, right…But still the question is still what do they want with her Vita…"

BONG!

Everpony jumped in surprise as there came the ominous chime of a grandfather clock in the next room. It chimed another five times, and Twilight realised just how late it was.

"Six o'clock already? How'd it get so late?" She muttered. She got up and dusted herself off "Sorry everypony, but I think I better be getting home. Thank you very much for your hospitality, Talisman. I'm kind of glad that there's somepony else who knows about all this."

"Makes you feel a little saner, huh?" Talisman retorted with a grin, which Twilight returned, "You're welcome back anytime if you want to, y'know, look over my research. I'm pretty much always up, so stop by anytime."

"Thanks." Twilight replied.

"So, what do you guys think of him?" Twilight asked her friends as she returned to the library. She honestly did not know what to make of Talisman, never being a very good judge of character.

"Well, his house could do with a good clean for one thing. I mean did you see the rotstains on the walls?" Rarity said indignantly, shuddering at the thought of the offending rot.

The other five laughed as they continued to discuss the strange little colt.

"He seem a little…well, jittery to y'all, or was it just me?

"Yeah, he was kinda jittery. Like he was always a bit nervous about somethin'."

"But he did seem to know what he was talking about."

"And he was very friendly to us. I was worried he would be more reclusive than that."

As they reached the massive hollowed-out tree of the library, goodbyes were said and the other ponies went on their way. Twilight watched them leave before turning and pushing the door open.

She barely ha time to remove her saddlebag before he air was knocked out f her by something small and scaly.

"Twilight! You're back! You're okay!" Spike cried as he hugged her tightly. "What happened? The nurse said that…"

But Twilight hushed his anxious words as she hugged him back, smiling. "Sshh, it's alright Spike. I'm back now, and I'm fine."

"But what happened to you?" Spike asked again "Nurse Redheart said something about you turning up outside the Everfree Forest or something."

Twilight gently prised him loose and set him down. "You might want to get some food, Spike. I've got a lot to talk about, and it may take a while… Oh, and just so you know, for the next few days, you'll be in charge of the library. I've got some work to do with a friend of mine."

"Anypony I know?"

She shook her head "I doubt it. He's pretty reclusive."

Spike nodded, before realisation hit him. _He?_

And so, Twilight began to relate to Spike everything that had been happening to her since the night when something trashed the library. Unbeknownst to either, at the window there watched two pairs of dark, masked eyes.

"Is she ready?" said one to the other.

The other shook his head "Not yet. Give her a few more days."

"But the more time she has, the more she knows! Can we really risk it?"

"It doesn't matter." The other masked pony replied, running a forehoof through his messy brown mane. "Even with all she learns, how can she even hope to match Him when He comes in glory?"


	9. ALchemISTrY

Twilight's eyes twitched as she felt the warmth of the sun's glow on her face, as it shone through her window. Another beautiful day in Ponyville.

But the beauty of Celestia's great work was lost on Twilight Sparkle. Grumbling, she raised he head and blew a few stray hairs out of her eyes. With heavy limbs, she slumped out of bed and lurched over to her mirror to examine the damage.

Not too bad, she thought as she looked herself over; especially considering she barely slept a wink last night. She had been filling Spike in on everything that had been happening to her since that night when she found her library a mess. He had sat at rapt attention as she detailed her strange night-time visitations, the strange objects she had been finding, and the - for lack of a better word - monster that had attacked her, that evening outside the Everfree Forest. The tall, faceless pony with the black tentacles; The Slendermane, as Talisman had called it. She had been reluctant to show Spike any of the pictures of It. She knew how weak his composure could be (He had been the only one to faint at the very sight of Nightmare Moon), but he insisted. He had gone silent for a few moments as he looked at the image, but regained his composure quickly enough.

By the time she had finished relating her story, it was well into the night, and long past Spike's bedtime. After she had put him to bed, Twilight had quickly followed suit, exhausted after a long, eventful day.

But even in the comfort of her own bed she could not find rest in sleep. Her mind tossed and turned as much as her body, going over everything she had learnt that day. Part of her was anxious and impatient to get back to researching the Slendermane over at Talisman's house, feeling that every moment she spent not trying to solve this mystery was a moment wasted. What had also kept her awake was fear, knowing that at any minute, that familiar pale head would appear at her window, reach in with a shadowy tentacle and take her away.

Twilight groggily levitated her hairbrush into the air, and calmed her messy, tangled mane as best she could. It took more effort than usual to control the movement of the brush. _I mustn't yet have all my Vita back,_ she thought.

Satisfied with her mane, she descended to the ground floor and shambled into the kitchen, where she found to her surprise and delight, a bowl of oatmeal, a stack of toast and a glass of orange juice, complete with straw, all set out for her. Resting on the bowl of oatmeal was a small handwritten note:

TWILIGHT,

GONE TO FETCH OWLOWISCIOUS FROM FLUTTERSHY'S HOUSE TO HELP WITH RUNNING THE LIBRARY. HOPE YOU HAVE A GOOD DAY. HAVE FUN WITH YOUR NEW FRIEND.

DON'T WORK TOO HARD.

SPIKE.

Twilight smiled. No matter what happened to her, she could always rely on Spike to make her feel better.

After a highly satisfying breakfast and a quick bath, Twilight closed the door of the library and headed down the street, clean as a whistle and feeling fresh as a daisy.

As she trotted leisurely down the streets of Ponyville, she once again had that strange feeling. She saw all the other ponies going about their daily routines, buying, selling, chatting, playing or just strolling around town. All blissfully unaware that anything out of the ordinary was going on. Blissfully unaware of the monstrous presence lurking, somewhere in the dark trees of the Everfree Forest.

Twilight passed through the more crowded streets of Ponyville, coming to the outskirts of the town, where the streets became sparsely populated and quiet. Rounding the bend, she came to that familiar, empty street. She noticed as she knocked on the door of Talisman's house, that the curtains were constantly dawn across the grimy windows.

Her head turned as she heard the door unlock before her and creak open slightly. A green eye peeked nervously out at her, before the door opened fully and Talisman stood before her in the doorway.

"Oh, hi Twilight…glad you came, I got some things that need talking about…come on in." He said nervously as he headed back inside, Twilight following behind him.

As the unicorn entered, she noticed for the first time how brightly lit the house was. Every candle was lit, every light switched on. Even though the last time she was in the house, it was cast in an ominous darkness, this glaring brightness seemed even more unnerving for Twilight.

"Hey, Talisman, what's with all the lights on? It's a bright day outside, isn't it a bit wasteful?" she asked, as they both passed through the dining room and into the photo room.

The brown colt answered over his shoulder as he began sifting through his papers "No, no. Daylight's not enough…First rule in this house: When somepony's in the house, all the lights go on. No dark, nowhere."

"But why?" she asked, clearing a spot to sit down "Why do you need to keep it so…" A sudden thought hit her: "Talisman…are you…scared of the dark?"

He stopped sifting through the sheets of paper and photos and turned to face Twilight, blushing "Erm…yeah, I guess I am…Heh, never thought of it that way…"

A tense, awkward silence followed, so thick a knife would have trouble cutting it. Twilight Sparkle sheepishly pawed at the floor a moment, before clearing her throat to break the pause.

"Ahem…So, you said you had something to talk about?"

"Oh! Ah, yes…erm…where did I put it…C'mon, I just had it…" Talisman replied, resuming his search. After a moment he raised his head, holding in his jaws a thick scrapbook of sheets, bound together with string. Twilight recognised it as the book she had seen yesterday, labelled "The Collective Knowledge".

"Y'see, I was flipping through my copy of the black book I gave you, just this morning before you arrived. Have, er...you had a chance to read any of it?"

Twilight nodded, sitting on the floor next to him "Some of it, yes. But I can't make any sense of it. It was all going on about hourglasses and rifts and all sorts of things…"

He passed her the scrapbook, open about halfway into the book. "Read that part. I'll tell you my thoughts when you're done. "

Twilight peered at the scrawled words on the pages, copied word for word from that black book:

"…_And so The Mighty came to me as I wandered, alone, in the forest. He spoke to me, telling of many great and terrible things. The Mighty spoke of the 4__th__ world, wherein he had resided, and the rites by which a doorway may be opened between His and Ours, through the Dimensional Hourglass. By these rites he had been called forth, by whom he did not tell. But whomever it was, their rites were incomplete, for upon His arrival in our world, He was crippled and weak. But His mind was still intact and through our thoughts we spoke, as He told me of His desires for our world. He saw us, and the creatures that inhabited our world, and sneered at our weakness and impurity of form. The Mighty told me of the creatures of his world, of their perfection and purity. How I long to walk in that beautiful world._

_And so we shall strive to obey The Mighty, to serve Him and restore Him to His former power. For only when He is restored to glory may He assist us in the Great Work. Only by Him may we shed ourselves of our shells of flesh and bone and ascend to beings of purity and perfection. Only by Him may our lands of Equestria be cleansed of imperfection and impurity and turned to a world of beauty. Only by Him may we attain Godhood."_

Twilight shakily closed the scrapbook as she finished the passage. She sat in silence for a minute or two as those words sunk in.

"So…what do you think?" Talisman said.

"G-God…hood…?" she stammered.

"I know, it's weird, right?" He replied, an intrigued grin on his face "I'm still pretty in the dark about it myself."

But Twilight wasn't listening. Her mind was racing, processing everything she knew about the vents that had led her to this point. Her visits in the night, her lost time, those masked ponies that lurked in the Forest, the Slendermane itself…_This is serious_, she thought. _Not only am I in danger from this thing, but all of Ponyville, perhaps all of Equestria could be in danger!_

It was then that she resolved herself_: Princess Celestia has to know._

"Er…Twilight?"

Talisman's voice brought her back to reality as she saw his hoof waving in front of her face. "You alright there?"

"Hmm? OH! Yes…yes, I'm fine…" Twilight muttered, flushing crimson as she was caught daydreaming.

"So…anyways" the brown colt continued, standing up and dipping his head into a nearby bowl of chocolates. "Mmmph…s'cuse me… Readin' over this myself, it tells us a few things that could be useful:

First off, whatever Slendermane is, it's not from Equestria. It's from this '4th world', wherever that is."

Twilight nodded and added to the brainstorm "Right…and It's weak… the book said that It was crippled… Whatever this Dimensional Hourglass thing is, it didn't work, so…"

She paused as cold realisation flooded over her "So, they're…feeding It… That's what they need me for!"

She suddenly grasped Talisman around the shoulders as the stroke of inspiration continued "The Slendermane needs to have all its strength back before this Great Work can begin. So, they're taking Vita energy from other creatures…myself included…to feed It!"

Only then did she notice that Talisman had promptly frozen the moment she grabbed him. His tail and mane had gone bushy and stiff and a cold sweat dripped from his frozen face. Twilight quickly let go and stepped back, "Uh…sorry. You…okay?" _Odd_, she thought. _Not a fan of being touched either, huh?_

Talisman muttered a hasty response as he regained his composure "Uh...yeah, sorry…Ahem, now, er…you were saying?"

Twilight continued "Er…well, I was just thinking. This Great Work they're talking about…it reminds me of something I read about in an old Alchemistry book."

"What's Alchemistry?" Talisman asked.

"It's an old philosophy from the time of the Magical Renaissance, about six hundred years ago. It tried to combine unicorn magic with science and chemistry. One of the central elements of the philosophy was something called the Great Work, which involved a system of stages through which material could be purified and made magically perfect." Twilight put a hoof to her chin as she recalled the yellowed pages of that book in the Canterlot Library "I think…I think the stages were called the Blue stage, the Black stage, the Red Stage and the White Stage."

The colt cocked an ear in confusion "But what does each stage mean? How does the Great Work..er, work?"

But Twilight just shrugged "No idea. It's nearly impossible to find any mention of Alchemistry in books other than references, and there certainly aren't any guides or textbooks on the processes anymore. They were all lost over time."

"Fascinating… But apparently somepony hasn't forgotten it. Somehow Slendermane knows how to do it. And those Maskies are plannin' on using it to purify the while world!" Talisman added, feverishly scribbling down notes. "This is amazing stuff! Looks like I did the right thing trying to get your attention, Twilight. You're a genius!"HHdfsdf

Twilight grinned, turning to help herself to a bowl of chocolates to hide her blushing face "Heheh, thanks Tally."

Talisman finished writing down their findings as he sat down beside her, grabbing several sweets for himself. As Twilight chewed on a caramel, she watched with raised eyebrows as Talisman wolfed down a whole mouthful of sweets at once!

Chuckling, she shifted the caramel to the side of her mouth and asked "I've been meaning to ask you: What's with all the sweets? It can't be good for you. Don't you eat anything else?"

He nodded "Yeah, sometimes, but I gotta keep my sugar up."

_No wonder Pinkie Pie likes him_, she thought. "But why?"

"Keeps me awake… Gotta stay awake, all the time."

Absent-mindedly, Twilight bit down on a chunk of chocolate as it melted in her mouth. _Stay awake? What makes him want to stay awake all the time? Does this mean he never sleeps?_

"No sleep for me." Talisman muttered, to nopony in particular "That's when they come for you, Slendermane and the Maskies…"

"Have they come after you before?" she asked apprehensively.

He grimly nodded, as his expression grew cold. "Why do you think I hardly ever go outside?"

Twilight gulped audibly as she swallowed her mouthful of toffee and chocolate. Maybe not a good idea to press the subject.

Several minutes passed in silence. The pair of young ponies sat quietly, making their way through the bowl of chocolates.

As she sat in silence, Twilight found herself looking at the scrawny little colt, as he chewed on a toffee. His slightly glazed eyes stared through his messy, brown mane, off into space, focusing on nothing in particular, as his mouth silently formed inarticulate words. It was as if he suddenly was imagining himself somewhere else, talking to somepony. An odd sight to behold, indeed.

Twilight suddenly felt a strange emotional connection with Talisman. It wasn't attraction or love; rather, it was a sense of pity. Whatever Talisman must have gone though in his encounters with Slendermane, it was apparent that it had taken its toll on his mind. What could have caused him to seclude himself from society, living alone in fear of going outside, or even being in the dark?

Then she remembered. That other unicorn. The only pony on that noticeboard on the wall, apart from herself, that was not crossed out in green. Rather, it was crossed out in bold red marker. What could it mean?

"Hey…Tally?"

Talisman's eyes lost the glazed quality and returned to focus as they looked at Twilight. "Yeah?"

The unicorn pointed a forehoof at the noticeboard, covered with crossed-out photographs of ponies. "That unicorn…the one crossed out in red. Who is he?"

He looked to the photograph of the young unicorn stallion, with his light green eyes and sort brown mane, combed back ad around his ears. Clad in a blue denim jacket, he smiled as he sat under an autumn tree. Talisman smiled.

"That's Thistle. He was an old friend of mine who helped me with my studies on the Slendermane. He was a folklorist, so when I started studying the Slendermane, he lent me all these books for my research. He could be a bit of a goof sometimes, but a great friend. Loyal to the end…" Talisman trailed off, grinning in reminiscence.

Twilight hesitantly asked "So…where is he now?"

"Dead. Long dead." He replied.

Twilight was shocked by his bluntness. Feeling a slight knot in her stomach, she silently cursed herself for bringing up such a potentially touchy subject. Lowering her head, she muttered "I…I'm sorry."

"Not your fault…" Talisman got up and walked over to the window. Pulling a curtain back slightly, a beam of sunlight shone through, illuminating the dust in the air. "It's his."

Twilight raised her head, noticing a strange sense of tension in his voice. "Whose?"

"His." He repeated. "The pony in the mask that's watching this house from across the street, and may have just spotted me looking at him."

Twilight knocked the bowl of chocolates over in her hurry to look through the curtains for herself. Pushing Talisman aside, she put her eye to the window and spotted a figure galloping down the street in the direction of the Everfree Forest. His coat and white facemask were unmistakeable.

Without another word, Talisman stormed out of the room, rushing towards the hallway. Twilight remained staring through the window until she was jogged out of her stupor by the sound of the door opening.

"Talisman! Wait, stop!" she cried as she hurried to catch up with him. He had left the door wide open and was running full gallop after the masked pony. As she ran, Twilight noted how suddenly Talisman gave chase. _Does he recognise this masked pony? Do they have some connection?_

Talisman ran ahead, ignoring all else except the fleeing pony before him, and Twilight in turn chased after Talisman, desperate to ensure that he was not left alone, and neither was she

So focused were they on the chase, that neither noticed that they had passed into the dark thickets of the Everfree Forest.


	10. ConFrontATION

Twilight panted with exertion as she strained to keep Talisman in view. Through the darkness of the trees, she could only just make him out as he galloped ahead, after the masked pony.

In her mind, Twilight cursed herself for eating so many sweets when at Talisman's house. The sugar boost gave her plenty of stamina, but the bloat in her stomach was making her nauseous. It was only growing worse as she ran. Her limbs began to ache with exhaustion as she tried desperately to keep up with Talisman.

But being an earth-pony, he was naturally better built for long distance running. Slowly, slowly, his silhouette grew smaller ahead, until he vanished into the trees.

"Tally! Wait, slow down!" Twilight shouted, her breath ragged. But it was no good. Her limbs were burning from the strain, and she could run no further. Slowing to a trot, she staggered a few feet, leaning against a tree to catch her breath.

Looking around, she audibly gulped. She still remembered all the horror stories the others had told her about the Everfree Forest. Where, by some natural anomaly, the forest was completely autonomous, requiring no assistance from the outside world to grow and change over the seasons. She had ventured into the trees several times before, but only once alone. She didn't like to talk about that incident much. Being transformed into stone by a cockatrice had been one of the most terrifying and painful experiences of her life. At least, until the evening when the Slendermane came for her outside the fringe of the forest.

Twilight let out a low groan of frustration. _Great. Stuck all alone, in the middle of the Everfree Forest, my legs feel like they're gonna fall off any moment, I've lost Talisman…can anything make this any worse?_

As if in answer to her silent question, there came a rustling in the trees a few yards away, punctuated by a low growl. She gave a small squeak of fright and trotted doggedly in the direction her friend had run.

"Tally! Where are you?" she half shouted, half whispered. Her mind was in conflict: half wanting to find Talisman as quickly as possible, the other desperate to not draw unwanted attention from any of the strange creatures prowling about in the forest. "Talisman Tome! Where are you?"

There then came a rustling from the dark undergrowth ahead. Twilight's whole body froze as she heard it. The distinct sound of some creature moving about in the brush. Turning her ears towards the sound, she focused and strained to hear more movement.

There it was again! The rustle of a bush or shrub being moved against. And mingled in, almost inaudible under it, the _clomph, clomph, clomph_ of equine hooves against the soft earth.

Unsure whether to be relieved or even more scared to hear another pony moving about, Twilight nervously tip-hoofed towards the source of the sound. In the near pitch-blackness, she felt the scratch of branches and thorns against her sides, as she pushed past a particularly dense bush.

As she pushed past, she stumbled against a protruding root on the ground and fell flat on her face.

In reply, there came from nearby a nervous "Sssh!"

Twilight looked up, spitting out a clump of dirt, and breathed a sigh of relief as her whole body relaxed. There he was. Talisman stood on the other side of the small clearing Twilight had stumbled into. He had raised a hoof to his lips, gesturing for Twilight to be quiet.

She nodded, getting back to her hooves as quietly as she could. She crept to join the colt's side. He pointed with the other forehoof, at a large bush just off to his left. Twilight glanced, blankly, at the bush, unsure why Talisman was focusing on the bush. She jumped back a bit as the shrub suddenly quivered, as if a hidden creature had stirred inside it.

Pointing again at the bush, Talisman drew his hoof swiftly back towards himself, then pointed at Twilight. He then formed a ring with his forelegs, as if grabbing some invisible object.

But Twilight merely cocked an ear in confusion. Rolling his eyes, Talisman silently mouthed to her, accentuating every syllable:

"He…comes out…at me…you…grab him."

Twilight nodded n understanding, quietly moving to stand just in front of the bush, just off to the left, as the colt picked up a long stick in his mouth. Awkwardly tilting his head, he pointed the top of the branch towards the bush. He gave the shrub a small poke.

It remained still.

He jabbed again, a little harder.

The bush shook as something burst forth from its hiding place inside. Twilight pounced and grabbed the pale figure. As she felt it collapse to the ground under her hooves, she gave a triumphant "Gotcha!"

"Gotcha!"

Her ears perked. That was a new voice. Only one pony she knew had a voice that gentle and demure, even when shouting.

Her next thoughts shot out of her at the same time as any breath in her lungs as something landed on her back, winding her. This brought up again that familiar nausea that had come from her running on a full stomach.

"Get off her! Yaaagh!" shouted Talisman's voice. Twilight felt her eyes bulge as a further weight piled ontop of her back.

For a moment, there was silence. Then, there came that sweet, gentle voice again:

"Oh! T-Twilight! Talisman! I-I'm so sorry…I didn't mean to…I was just running after Angel and, well, the next thing I know, I was in the Forest and…"

Twilight gasped for air as part of the weight piled on her back subsided "Oohh…F-Fluttershy…?"

Opening her eyes, she saw that familiar butter-yellow pony, her pink mane now dishevelled and frazzled. Dusting herself off, she continued to mutter timid apologies.

"I'm really sorry! I thought I saw Angel running through the bushes and I tried to catch him. A-and I guess I didn't see you and…Um, Mr. Talisman?"

There came a grunt from above Twilight's head.

"Erm…If you could, you might want to get off of Twilight. It's just, I don't think she can breathe with so much weight ontop of her…"

The purple unicorn looked up and saw that familiar messy brunette mane, tickling her snout. Talisman's chin was resting just below her horn. She felt his jaw moving as he muttered some response, sliding off of Twilight's back to lie, prone, beside her, his dazed eyes looking into hers. Twilight suddenly felt a strange flush of warmth to her cheeks. _Was she blushing?_

Fluttershy watched the sight with a nervous curiosity, before she started as she felt a familiar tapping on her hoof. Looking down, she saw with a sigh of relief, that familiar white bunny, scowling up at her.

Lowering her head to nuzzle the tiny terror, she said "Oh Angel! I was so worried! You know, you really shouldn't run off like that."

"Wait a sec." Twilight said, raising her head "If Angel's over there with you…then who's trapped under my hooves?"

All eyes turned to the pale form that lay, unconscious under her. She got up and looked down, her eyes, dazed by the pileup, came back into focus. She smiled with grim satisfaction and triumph as she saw the familiar white mask.

"We got him!" Talisman muttered, as he got back to his hooves. "Good going!"

The pale stallion lay on his side, knocked out by the ambush His brown mane fell over the dark eyeholes of his strange mask, featureless and white, save for black shadows around the eyes and lips, and small curved eyebrows above the eyeholes, also done in black ink.

"Who is that?" Fluttershy whispered, as if afraid of waking him up.

Twilight knelt by him "He's one of the ponies that has been watching Talisman and I. He's working with that monster that attacked me, the Slendermane. And he's gonna tell us exactly what is going on."

Talisman tried to suppress a grin as he asked "But...doesn't he kinda have to be…y'know, conscious?"

Twilight glared at him a moment, before turning back to the stunned pony before her "Not to worry. I know a spell that should help. But first, Talisman, I need you to hold him down, so he doesn't run for it when he wakes up."

He nodded grimly and firmly places his forehooves on the pony's back, pinning him to the ground. Twilight then leaned close to his face, her horn beginning to glow. Touching it to his pale masked head, there was a quick flash, and she raised her head back up again.

The pale stallion twitched an ear as he began to come around. Stirring, he gave a quiet groan and tried to raise his limbs. When he felt Talisman's hooves holding him down, he gave a sudden buck and wriggled about, desperate to get free. But the brown colt only redoubled his efforts in response, holding him down with even more force.

"Stop struggling." Twilight said in a commanding tone "We're not gonna hurt you. We just want to talk to you."

But the masked pony continued to struggle, bucking and heaving with all his might. Twilight groaned and turned to Fluttershy, who had silently observed this strange exchange. "Can't you do something?" she asked imploringly.

Fluttershy blinked a moment, still shocked slightly by the strange pony in their midst, but nodded eventually. Leaning close to the stallion's ear, she said in a soothing voice "Please lie still. We just want to talk to you."

Twilight was not surprised as the struggling slowly subsided, and the pony became calm. Fluttershy's voice was renowned for is soothing, calming qualities.

"Thanks. Now listen," She said in a calm, but stern voice "You're in no position to fight us. You're pinned down and outnumbered three to one. Four to one, if you count bunnies." she added, nodding to Angel.

Looking straight into the eyeholes of the mask, she continued "Now, tell us just what you and your friends are planning, and why you are helping the Slendermane."

A slightly muffled, reedy voice came from the blackened mouth hole "Slendermane… A nickname devised for our Master by unenlightened fools…What an insult!"

Twilight rolled her eyes "Alright then…what _is_ his real name, then?"

"No idea. It's impossible to pronounce with our vocal chords. The Mighty is from a world nothing like ours. The only link is the Vita Energy that flows through living things of both worlds." He replied. "He promised us power beyond our wildest dreams, and all we had to do was help him regain his strength."

"We know." Twilight said "We read your little book."

The colt suddenly began his struggling anew, nearly throwing Talisman off "So it was you! Give it back! That book belongs to us!"

Twilight stepped back, shouting to be heard over the pony's cries "I don't have it with me. And even if I did, I'm not gonna give it back to you, not after finding out what you plan to do with it!"

"Purifying the world," he replied "Is the only way! This world is rotten, and only by ridding it of those who are making it rot, can we return Equestria to glory!"

"But what's the point of purity if you've got nothing impure to compare it against?"

"Erm…Twilight?" Fluttershy asked, speaking up for the first time in a while "…Er…what is this all about? What do you mean, purifying? "

Twilight nodded "It's nothing for you to worry about, Flutershy. Besides, me and Talisman are gonna find some way to stop all this from happening."

Suddenly, the masked pony did something unexpected. He stopped his struggling for the briefest of moments, and then doubled over in uncontrollable laughter. Shrieking with mirth, he leered straight at the unicorn. "Ohohohohahaheeheeheehee!…oh…oh…You, you honestly think..Hahah…that you can do anything to stop us? Ohohoho, you poor, deluded fools!"

Twilight stepped closer, muttering "What's that supposed to mean?"

He craned his neck forwards, his snout almost touching hers "It means that you're too late to do anything, my pretty. The rite's almost complete, and nothing can stop it now…there's just one more bit we need to check off, and our Master will come to this world in his true form."

"A-and…what is this last bit?" Twilight asked, dreading the answer.

A thin, pink tongue suddenly extended from within the mouth hole of the mask, running a sudden, swift lick up Twilight's muzzle. "You, my pretty. You'll be all ripe and ready real soon! Heeheehee!"

Twilight drew her head back in disgust. Wiping a hoof against her face, she watched in outrage as the masked pony before her giggled uncontrollably. He tilted his head up, to look Talisman in the face

"Just like that dopey unicorn we harvested last time! Thanks for him by the way, kid, you gave us a real head start! Hahahahaahaahaahaaa…!"

Talisman suddenly let go of the pony, who proceeded to curl up in mirth, and wordlessly walked over to a small rocky outcrop. Picking up a small rock in his mouth, he returned to stand above him, his eyes cold and unyielding.

"Talisman? What're you…"

Without any warning, he took the boulder in his forehooves, raising it above his head.

"Tally, what…wait, NO!"

Twilight barely had time to look away before there was a sickening CRACK!, followed by an agonized scream. _Here comes that nausea again…_

"AAAAAAAAAAAAAAAAAAAAAAAAGH! MY LEG!" screeched the masked stallion, as he doubled up in pain, cradling his crushed and crippled hind leg, which was twisted and bent at odd angles and bleeding profusely.

"TALISMAN! WHAT ARE YOU DOING?" Twilight screamed. But the stallion did not listen. He raised the boulder up high once again, ready to strike another crushing blow.

"STOP IT!"

Twilight, Talisman and the masked stallion turned to face Fluttershy, who watched the gruesome display from the sidelines. Her eyes were wide with shock, her coat, blanched and pale. A forehoof was raised in front of her face, covering her mouth, as if she had just sworn.

"Fluttershy…I'm sorry…I'm so sorry you had to get mixed up in all this…" Twilight began. But the yellow Pegasus ignored her, striding past her and kneeling at the side of the crippled, sobbing colt.

"Sshh…don't cry…here, let me take a look at it…" she cooed, reaching out to examine the injury.

But the colt recoiled "Gettoff!...Go away, I don't…need your pity!" he retorted, spitting out that last word like a bad apple.

Fluttershy sighed. She had had to deal with patients like these before.

"We're all gonna die anyway…"

The words echoed through the clearing, cutting into everypony present like a knife. There was silence in the forest, save for the choking sobs of the masked pony that lay at their hooves, as he slowly slipped into unconsciousness again. Twilight was the first to speak:

"C'mon, everypony. I think it's time to head back." She said, her voice unnervingly level and calm.

She gave Talisman a none-too-gentle nudge and headed in the direction they had come. He followed, nervously, behind her. But there was one pony missing…

"Fluttershy, c'mon! We have to get back home now."

But the Pegasus shook her head "It's okay…if it's alright, I'd like to take care of him…"

"What?" Twilight shrieked incredulously "Fluttershy, he's the one who brought the Slendermane into our world! He's working to get us all killed!"

As she said this, she failed to notice Talisman shift nervously. But Fluttershy was adamant.

"Oh, I know…But maybe if I help him get better, he might change." She said, as she hoisted the unconscious pony onto her back. Flapping her feathered wings, she took to the air, hovering for a moment.

Twilight rolled her eyes "Ugh…fine. But don't let him leave your house! We need to find out all we can from him before all this goes down."

Fluttershy nodded, and flew up above the treeline, in the direction of her cottage on the outskirts of Ponyville.

The two ponies followed suit, walking silently through the Forest, each immersed in their own thoughts. Talisman lagged behind, his head bowed as if in shame, his now thoroughly messy hair concealing his eyes. Twilight strode out in front, her anger and frustration mingling with anxiety and fear. In her head, she was already composing a letter to send to Princess Celestia, the moment she returned to Ponyville. She couldn't wait any longer.

In the Ponyville library, Spike was lounging on the desk of the main reading room, his chores done for the day. Owlowiscious perched on the lamp by him, dozing contently.

Their naps were disturbed, however, by a loud tapping on the door. Rubbing his head, Spike grumbled and headed to the door, where he found a familiar grey Pegasus hovering before him, holding a small package.

"Urgent delivery from Twilight Sparkle." Ditzy said, her wobbling eyes staring off in opposite directions "She says not to read it, and to send it off to Canterlot immediately. I guess you'll have a way, right?"

The dragon nodded and took the small package inside. Closing the door, he looked the package over. It felt like a large wad of sheets of paper, packed into a large envelope, with a small scroll attached to the outside.

"Well, if it's urgent, it's urgent." Spike said with a shrug. Placing it on the ground, he took a deep, deep breath and breathed a plume of green fire over the package, incinerating it in an instant. The ashes floated into the air and out the window, off to Canterlot.

Princess Celestia gave a low sigh. Sure, she was free to relax until dusk, when she would have to take the sun down for Luna, but until then, what was there to do? Luna was asleep, the guards were busy, and she had not had a report from Twilight Sparkle for almost a week now.

She furrowed her brow in anxiety at this thought. Twilight was usually very diligent about her friendship reports. Was she having trouble? Was she working up to something big?

As if on cue, there appeared through a pipe in the wall, a wisp of ash that hovered into the room, and with a small _POOF!,_ transformed into a new letter.

"Ah! Right on cue!" Celestia chuckled as she eagerly looked over the unusually large correspondence from her star student. Telekinetically lifting the scroll from the package, she scanned over it with eager eyes.

_Dear Princess Celestia. Today I am writing to you not on a discovery I have made about friendship, but an entirely different discovery altogether. One of the most terrifying discoveries I have ever made. I am still not sure what is going to happen, but rest assured, if left unchecked, it will mean disaster for all of Equestria._

_For the past week or so, something has been following me. It has been watching me, and doing things to me. It has hurt me and does not seem to want to stop. I have encountered another young pony who has encountered the same creature, and seemed to be eager to help me. He was very helpful in determining exactly what is going on, but I am no longer sure how much I trust him. After the events of tonight, it is obvious that he is hiding something. I do not know who to look to, but you._

_Enclosed is all the information that the two of us have gathered together, concerning this terrifying turn of events. If you could look over them, I would greatly appreciate any help in this matter._

_I am scared, Princess. More scared than I have ever been in my entire life._

_Help me._

Her eager smile fell. Tentatively opening the envelope, she extracted the first item, a small polaroid photograph. Levitating it before her face, her eyes grew wide as she saw the pale, tall, faceless figure that leered out through unseen eyes at her. Her entire body froze as she was overcome with a mix of fear and terrible, terrible recognition.

"I…Impossible…"

She turned back to the letter, and read out loud the final line, which was scrawled in hasty, untidy script:

"_The Slendermane is coming."_


	11. meMOrY

The sun hung low in the sky as Fluttershy began her descent to her humble cottage, just outside the Everfree Forest. Opening her wings, she glided gently to the ground, landing as delicately and smoothly as she could. The injured passenger on her back made smoothness and delicacy a must, lest is broken leg becomes any worse.

As she trotted up the lawn to her cottage, she looked over her shoulder at the pony, still lying unconscious on her back. His hair had fallen, lank and knotted, over his facemask. His tail was clumped together by clotted blood that seeped from the deep gash on his thigh, which dangled limply over Fluttershy's side.

"Hmm…this is honestly a new experience for me..." She muttered aloud to nopony in particular "Most of the time, I don't have to treat anything bigger than a dog or cat. Still, a patient is a patient… And you need help especially. I mean, it's a long flight to the clinic in town…"

She continued talking to herself, occasionally addressing the limp form on her back, as she pushed the door open and headed inside. Gently, gently, she hoisted the unconscious pony off her back, and lowered him onto the couch, careful to prop up the broken leg with a pillow.

"There we go. Now, let's get you some bandages." She said as she bustled off to her cabinets.

As she busied herself in the medical cabinet, she failed to notice that the colt had begun to stir. Groaning slightly, he raised his head. Gazing about a moment, he took in his strange new surroundings. A small, wooden cottage, humbly decorated, with a distinct smell: a gentle, sweet smell, like a mix of freshly baked pastries, animal fur, with the slightest hint of the sterile smell of medicine. But any further rumination was cut short as an intense, stabbing pain shot through his leg. He doubled over in pain, grunting slightly.

"Now now, lie back down. You need to relax," called Fluttershy's voice from the next room. "I'll be right there with your bandages."

The masked colt almost considered making a run for it. But any time he tried moving his leg, that same stabbing pain shot through him. So, he humoured his hostess and obediently lay back, trying to relax.

He then felt an uneasy tingle on the back of his neck. Opening his eyes again, he saw a pair of long ears just peeking over the top of the couch. Craning his neck, he saw a small, white rabbit, standing on its hind legs, paws on hips, scowling at him.

"What do you want, furball?" The masked pony croaked weakly "Get lost!"

Moments later, Fluttershy returned, a fresh roll of clan, white bandages held in her teeth, and a small bowl of water balanced on an outstretched wing, complete with a sponge floating in the water. A thin metal splint lay on her other wing. She placed the bowl on a wooden footstool that sat next to the couch, and put the roll of bandages on the ground.

"Now Angel, please move aside. Give our guest some space." She said to her white companion.

The bunny gave one last disapproving scowl at the masked pony and hopped off to his own hutch. Fluttershy smile as she watched him leave "Oh, don't mind Angel. He's always like that… Now, please relax, you've lost alot of blood."

The colt flinched as he felt the wet sponge press gently against his wound. As Fluttershy cleaned the dried blood from his fur around the wound, she hummed a tune to herself. But not a word came from her masked patient. The timid Pegasus smiled slightly at the thought that she may have found a pony even less talkative than herself!

"So…um, if it's alright, can I ask you your name?" she said at last, the awkward silence even getting to her.

But he just stayed silent, any change in emotion hidden by his white mask. He just lay on the couch, twitching every now and then if Fluttershy touched his wounded leg.

The Pegasus coughed nervously as she finished cleaning the dried blood from his leg. She picked up the roll of bandages, holding one end in her teeth, "Now, this might hurt a bit, but I need you to stay as still as you can. Can you do that?"

He nodded silently, and Fluttershy went to work. Holding the metal splint against his leg, she slowly wrapped the bandages around, securing it in place. As she wrapped, silenced remained between the two ponies. Sensing awkwardness, Fluttershy once again tried ease her patient into conversation.

"Erm…So, why do you wear that mask? Is it some sort of symbol of…" but she trailed off as he turned to face her, his blank, dark eyeholes staring back at her. She gulped and continued her work. Her eye was caught by the colt's flank. His usual cutie-mark was obscured by a symbol that as cut into his skin; a rough circle, crossed by an X. She made a mental note to ask him what it meant if he ever felt like speaking.

After what seemed like an eternity of awkward silence, Fluttershy finished his bandages and gently lowered his leg back onto its pillow. "There you go. Now, just stay off that leg and you should be alright in no time." She said gently, to no reply.

Clearing her medical apparel away, she sat down on a small cushion next to the couch. The masked colt just lay, silent, on the couch, the only sign that he was still awake being when he swept the hair out of his eyes with a forehoof.

"If it's alright…erm, maybe you might be a bit more comfortable if you take the mask off…Here, let me…" she raised a hoof to remove the white facemask.

But the colt threw out a hoof of his own and struck her arm away from his face. Fluttershy recoiled with a squeak, holding her forehooves close to her body as if she had touched a burning iron "I'm sorry! I'm sorry! I-I didn't know it was that important to you…I mean, it's okay if you keep it on, I was just curious, oh dear…"

Grunting slightly from the sting in his leg, he rolled over until his back was facing Fluttershy. The young Pegasus hung her head, letting her rose-coloured mane fall over her eyes, hiding her blushing face. She was used to patients being stubborn or uncooperative, even aggressive at times. But it felt different when the patient in question was a pony just like her. It just seemed to hit harder.

"Erm…I-I'll go get some food going…" she muttered, her voice barely above a whisper. Getting up, she trotted into the kitchen and out of view.

A few minutes later, she returned, a tray held in her teeth. On it rested a bowl of hot soup and a spoon, and a small loaf of bread rested by its side, with a cube of butter and a knife. _Nothing like hot soup to cure what ails you_, like she said.

She balanced the tray of food on the footstool next to the couch and sat back on her cushion, no longer even trying to start a conversation. After what seemed an eternity, the masked colt rolled slowly over, gasping again as he gingerly shifted his leg. He gazed down at the steaming bowl of soup that lay before him, a humble loaf of tough bread by its side.

"Why?"

Fluttershy raised her head as she heard that reedy voice emanating from behind the mask. She smiled slightly: was he finally opening up a bit? "Oh, well…soup works well as a comfort food, and often I slip some medicine into it to help make recovery go smoother…"

"No, that's not what I meant." He cut her off "I mean, why help me? Does this mean that you're sympathetic towards our cause?"

"Well, actually, erm…I honestly think that what you and your friends are doing is bad… Even if it means that Equestria will be made a better place…well, don't you think you're going about it the wrong way?...I-I mean, if it means hurting so many other ponies to reach it, is it really worth it?"

"A few impure souls to get a world of purity. I'd say that's a fair exchange, miss…er…"

"Fluttershy. Just Fluttershy, n-no 'miss'. And to me, anything that causes other ponies to suffer isn't worth doing, no matter how great the result could be. Especially if it's my friends who are getting hurt. But anyways, that wasn't you question was it?" She added, getting back to the subject at hand "I chose to help you get better…well, because I wanted to. I can't stand to see a pony in pain, you see. It doesn't make any difference what they did; if they need help, I'll give it to them."

Her piece said, Fluttershy sat back, slightly surprised at herself. How was she able to speak so freely and openly with this strange colt? Sure, she was alright speaking with her friends, but most of the time she'd clam up and never speak with strangers. She didn't even know his name, or his face for that matter!

"The masks are the symbol of our order." The colt spoke up again, grudgingly "It marks our allegiance to our Master, our willingness to surrender our identity in the name of His cause."

Fluttershy smiled again, finally getting her answer "Oh, I see… And, what about that sign you…er, put over your cutie-mark?"

He turned to glance back at his flank, at the symbol carved over his cutie-mark. "It marks out the ones who have been enlightened by The Mighty. We cut it into our flesh as a sign of dedication, and as a symbol of abandoning our old identities by putting it over the one other thing that shows our identity, our cutie-marks."

"Oh." Fluttershy replied, grimacing slightly at the idea of cutting something into one's flesh "B-but, doesn't it hurt?"

"It's worth it."

The yellow Pegasus shrugged, wondering what sort of pony would be so willing to scar themselves like that _. _"Um…if you'll excuse me, I'm going to get some food for myself. I'll be right back." She got up again and trotted through to her kitchen, calling back in a slightly singsong voice "Eat your soup now, before it gets cold!"

She bustled about the worktop, putting together a small meal for herself: of a bowl of the remaining soup, a few slices of white bread and butter, and a mug of hot chocolate, complete with a blob of whipped cream and a straw.

Her ear perked up as she heard his voice again from the other room "So…once I'm all healed, does that mean I'll be let go?"

"Well, actually…" she replied, slightly hesitantly "Twilight told me to make sure you stay here. I think she wants to ask you more about what you and your friends plan to do. So I'm sorry, but you'll have to stay here. Besides, it'll take a few days for you to heal enough to leave. Don't worry…I'll take good care of you."

"Huh…Well, if I'm stuck here, I may as well be comfortable… You're a kind soul, Fluttershy. I've never met a pony quite like you."

Fluttershy smiled bashfully, her flushed cheeks blending with her hair "Oh…uh, thank you…"

Beneath his pale mask, the colt also broke into a hidden grin. Some ponies were just too easy. Of course he would have to wait. Until the unicorn was ready, there was no much he or his cohorts could do but wait.

However, in the overly-illuminated home of Talisman Tome, the mood was a far cry from the relative calm of Fluttershy's cottage. A tense silence gripped the house as the door creaked open and Twilight staggered in, tired, nauseous and in an incredibly bad mood. Her hooves echoed on the wooden floor, a little louder than usual as she stomped into the living room and slumped on the couch.

Talisman followed in, his head hung low, ears drooped. Twilight had remained ahead of him the entire walk back, saying nothing, not even looking back at him_. To be perfectly honest_, he thought to himself, _I think I'd prefer her to just yell at me and get it over with!_

He made to join Twilight on the couch, but as he approached, Twilight raised her hind legs up and lay across the entire couch. The colt took a step back, standing guiltily in front of her.

"Alright Talisman." Twilight said, her voice deceptively level. Pausing for a moment, she coughed for a moment before continuing "Start talking. What was that all about?"

He rubbed the back of his mane "You mean me runnin' off into the forest?" he said, hoping to steer he conversation away from…

"I mean you trying to smash that pony into a pulp with a rock!" she snapped.

His ears drooped further "Oh, yeah…that. I guess…I guess I kinda lost my temper there…"

"No, no, losing your temper is throwing things across the room!" Twilight replied "Trying to _kill_ somepony is a little more than losing your temper!"

She got up, stomping forwards until she was nose to nose with Talisman "Now, you've got some serious explaining to do. That unicorn friend of yours. What happened to him?"

Talisman gulped, "I told you...h-he died. The masked ponies got him."

She glared into his eyes "I know that part. But that masked pony said that he had…ugh, harvested a unicorn before. He even thanked you for something. Now, tell me everything."

He had hoped that he could have avoided this, for several reasons. For one thing, it was a bit of a painful memory. It's never easy remembering your best friend being slowly drained of life before your eyes…especially with what he did at the end. But another little reason was Twilight Sparkles's potential reaction. If she knew what was in store for her, would she still want to investigate?

Taking a deep breath, Talisman stepped back from the unicorn mare and sat down on the ground "Alright…Let's see…so, there was me and Thistle, in the Everfree Forest. We'd been watching the masked ponies again tonight. But when me and him turn to leave, I step on a twig..."

Talisman froze as he felt the twig snap under his hoof. The cracking sound echoed through the clearing. He looked up at Thistle, who stared back at him with a look of pure horror. The illuminating glow of his horn hastily went out "…Busted."

There came voices from the clearing behind them, mingled with the sounds of hooves running here and there

"What was that?"

"Somepony's watching us!"

"They're over there! After them!"

Talisman gasped as he saw the silhouetted forms of several ponies rushing in their direction. Taking instantly to his hooves, he called back to Thistle "C'mon dude! Follow me!"

He nodded and galloped in his wake. The pair ran through the trees, branches and brambles scratching at them. Looking back for the briefest of moments, Talisman saw the pale white masks of the ponies, hot on their hooves.

He took a sharp right, Thistle following behind. They ducked behind a broad tree trunk, crouching low as possible. Talisman tried desperately to keep his breathing as quiet as possible, but to no avail. It came in ragged wheezes as he struggled to stay calm. Thistle was no better. Eyes frantically glancing about, he quivered on the spot, trying to keep his own breath from coming out in shaky sobs. His denim jacket was torn and scuffed all over from the frantic run through the undergrowth.

Both ponies froze, however, as there came the familiar _clomph, clomph, clomph _of hooves on the ground. Backs pressed against the tree trunk, they listened as they listened to the voices that emanated from the other side of the tree.

"They can't be far. I know they went this way."

"Then hurry up and find them! We can't let them tell anypony!"

The sounds of the masked ponies came closer, as they fanned out to search. Thistle gulped silently, shuffling sideways around the trunk of the massive tree, as one of them seemed to be coming around the trunk.

It was not until he felt his hoof step onto a thin, wiry tail, that he realised his mistake. Then everything happened at once.

The masked pony spun around on the spot, crying out as Thistle stepped on his tail. Both jumped back as their eyes met. But the masked one got his composure back sooner, lunging forwards at the unicorn.

"Tally! HELP!" he shouted as the pony landed ontop of his back. His legs gave out from underneath him and he collapsed to the ground.

"I got him! Over here!" the pony shouted victoriously. Quick as a flash, the other three masked ponies hurried around the trunk to where he was.

In the rush of activity, Talisman had managed to jump into a thorny shrub that lay nearby. Gasping with pain as several thorns embedded themselves in his flesh, he peeked through the foliage.

There, he could see Thistle, pinned down by the hooves of two of the masked ponies. He bucked and heaved, desperate to be free, but they were strong. They determinedly held him down, while the other two masked ponies came around the trunk, with another figure with them.

Talisman felt his blood run cold. It was that strange, faceless creature. On gaunt, skeletal limbs, It strode in the wake of the masked ponies, only just taller than Its cohorts. It turned Its blank visage to look down at Thistle, who lay frozen in fear as he looked up at the monster that had so haunted his dreams ever since he saw it illustrated in that storybook.

Both he and Talisman could only watch in petrified terror as the back of the hideous thing began to shift and ripple. A small black lump appeared to sprout from Its back and extend out into a thin, black tendril.

Talisman did not bother to blink back the tears which now flowed freely down his face as he watched the black tendril snake through the air towards his friend. He wanted to help him, he wanted to rush in, buck those masked ponies out of the way, grab Thistle and run for it, back to Ponyville. But his limbs were seized up from a mix of exhaustion and sheer terror.

He could only watch in horrific fascination as the tendril inched closer and closer to Thistle's face. The unicorn turned his head and gave one last teary-eyed look to his friend, before the tendril looped around his horn.

It was as if his body had been hooked to a massive battery, as he bucked and writhed. His face contorted into a silent scream, his eyes rolling in their sockets. His clothes were scuffed and shredded even more as he slammed onto the ground again and again, his sunglasses lying shattered on the ground. As he squirmed and convulsed, the black tendril pulsated, as if something was passing from Thistle's body and up the tendril into It. With each pulse, both Thistle and It twitched: the former in agony and pain, the latter in pleasure and satisfaction, like one enjoying a sumptuous meal.

Talisman watched for several more minutes as the faceless thing continued to drain Thistle. With every minute of the sick ritual that passed, Thistle grew more pale and thin, while Its limbs grew less skeletal, stretching further up, as Its coat grew subtly more bright and pale.

By the time the creature had drained Its fill, it was almost twice as tall, almost taller than one of the Royal Princesses. Its tendril relaxed its grip on the unicorn's horn and retracted into Its back once again. Then, without another word, the masked ponies and the faceless thing turned around and returned to the darkness of the trees. As he stumbled against an exposed root, one of the masked ponies failed to notice as a small, black book fell out of his pocket. It lay on the ground behind him.

It was several minutes before Talisman could work up the courage to leave his hiding place. His quivering limbs carried him into the small clearing, silent once more. With a twinge of nausea, he looked down at what was left of his friend.

Thistle resembled something out of a grave. His coat, once an earthy tan colour, was now a sickly pale colour. His once bulky frame had become skeletal and frail, as he lay curled up on the ground. His eyes were rolled up in his head and his mouth hung open. His mane and tail, once thick and brown, was shedding around him.

But he was not dead!

Talisman leaned in close to Thistle's head and heard the faintest whisper escape those cracked and pale lips:

"…Kill me…"

He leapt back. Somehow, Thistle was still alive, after his ordeal. If one could call this living.

"…Kill me…please…do it…"

Talisman grimaced at the pitiful and disgusting sight. His limbs twitched weakly as he scuffed the dirt with a forehoof.

"Please…Kill me." Thistle wheezed again, a little louder.

The colt gulped. He had to. In this state, Thistle may as well be. Stepping forwards, he looked away from his friend at his feet, and placed both forehooves ontop of his head. Thistle's skin felt as thin and flimsy as pastry under his hooves.

"…Th…thanks…"

Talisman closed his eyes, preparing to do the unthinkable "I'm sorry…I'm so, so sorry…"

With a push, he leaned all his weight onto his forehooves and pushed down.

CRRRUNNNNCCCCHH!

Twilight held a hoof to her mouth as she coughed and hacked again, struggling not to vomit. "Y-you…killed him?"

Talisman sat down on the floor, nodding pitifully "He was as good as dead anyway. It was an act of mercy for him…"

He slumped forwards until his head rested on the floor. His voice held the slightest hint of a sob as he said "I can still feel it…His skull, just giving way under me…"

Twilight watched the pitiful display as the young colt curled up on the floor, quivering and muttering to himself. All this time, she thought he was just a strange little colt. But this story shed a little light on his current state of mind. At least, now she knew the point when he had snapped and turned into the twitchy, paranoid wreck that lay before her.

"So…now I see why you didn't tell me." She said, her voice barely above a whisper.

He snapped "You try talking about mercy-killing your best friend! It's not exactly a walk in the park!"

Twilight stepped back "Okay, okay…I'm sorry. I didn't know…"

Talisman got up and silently walked over to a bowl of sugarcubes that rested on the low table in the middle of the room. Dipping his head into the bowl, he emerged with a white cube held in his teeth. He slurped noisily on it for a few moments. "I-I guess yer wanting to leave now. Go ahead, I understand…Not exactly comforting, knowing your study partner is a murderer…"

He hung his head, his brunette mane hanging over his eyes. _Here it comes_, he thought. _She'll agree and leave, and she'll start researching on her own. And I'll be back to square one..._

But his inner voice was cut off as he felt a pair of soft, violet forelegs wrap around his shoulders and draw him into a gentle embrace. Opening his eyes, Talisman saw the back of Twilight's dark purple mane, as she held him close to her, like a mother embracing a child. Automatically, his forelegs rose to wrap around her, returning the hug.

After a moment, Twilight broke the hug and looked at Talisman, a gentle smile on her face "You numbskull."

Talisman could only look back at her, dull surprise in his eyes.

"You really think I'm gonna abandon this, just because you did what you had to? Granted, you did…kill Thistle. But like you said, it was an act of mercy. You might remember, the Slendermane tried to drain me before."

She shuddered as she remembered the horrific experience. "I know how he felt. If I had to go through any more of that, I…I probably would have preferred to die."

Twilight stood up, determination burning in her eyes "And that's why I'm going to stick by you, and see this through to the end. I'm not going to let that monster get away with what he did to me…what he did to Thistle."

She stamped a hoof as she said in a voice, clear and purposeful "I'm going to stop those masked freaks. I'll stop their Great Work, before they hurt anypony else. And wherever that Slendermane monster came from, I'm gonna make sure he goes back there, and stays there for good!"

She held out a forehoof to Talisman, who still lay on the floor. She looked down at him, her face set in a grim smile "What about you. Are you still in?"

Talisman looked up at her. He saw he determination burning in her eyes. He marvelled at her strength and tenacity, her stubborn refusal to give up. Even in the face of sheer horror, even against unnameable horrors from beyond the farthest walls of reality, she stood her ground. Rubbing his eyes, he got to his hooves and tapped a forehoof to hers.

"Just try to stop me."


	12. ManiPULAtioN

The streets of Ponyville were abuzz with activity as ponies bustled hither and yon among the dozens of stalls that had been set up in the main square. There was always a stall or two in the square almost everyday, but today was special: It was the town's designated Market Day, when vendors would come from all over town, some even coming from outside Ponyville, to sell their wares. Stalls and tables of all kinds were set up all about the crowded square.

Applejack cast her eye around at all the other vendors that dotted the square, from her spot behind her apple stall. There were Lily, Daisy and Roseluck, the three local florists, the scent of their flowers wafting all around. There was Colton Vines, his table groaning under the dozens of bottles of grape-juice and wines that sat atop it. There went Pinkie Pie, bouncing about with a basket firmly strapped to her head, offering free samples of Sugarcube Corner's finest treats. And those were just the ones she knew! Dozens of other stalls were set up, eager to make a name for themselves in Ponyville. It was probably Applejack's day of the month.

But the workhorse was brought back to the business at hand as two familiar mares approached her stall

"Howdy Fluttershy, hey Rarity. How y'all doin'?"

Fluttershy smiled in reply "Oh, I'm just getting some new food for my animals. How is business for you, Applejack?"

She shrugged "Eh, a bit slow at the moment, but things usually pick up round midday. How 'bout you, Rarity?

"Well, I honestly just came to get out of my shop for a moment. But then I spotted Fluttershy, and just had to say hello, so I'm just sort of tagging along now!"

"Heheh, nice." Applejack chuckled "Well, I think I saw a fabric stall round here. Might find somethin' you like there. So, y'all just come by to say hi, or are ya gonna buy somethin'?"

Fluttershy nodded "Actually, yes…two dozen apples please, Applejack. And eight apple fritters as well."

Applejack raised an eyebrow "Eight? Sure thing…but that sure is alot of food fer one pony. You got a guest or somethin'?"

Fluttershy blushed slightly as she passed a small stack of coins to her friend. Guest was not honestly what came to mind. Patient, maybe, or even prisoner, but not guest. "Um…I suppose you could say that…"

But before Applejack could press her further about her guest, Rarity piped up "Ooh! I completely forgot, Fluttershy! I ran into Twilight Sparkle on my way here, and she told me to tell you that she was coming by later today to see you. Didn't say why, though…"

"Maybe she just feels like payin' a visit?"

"Hmm…yeah, maybe…" Muttered Fluttershy. She had a good idea why. "A-anyway, than you Applejack…Erm, there is one more thing, actually."

"Sure thing, Fluttershy."

She leaned in closer, as if conspiring some great secret "I-I was wondering if you knew if there were any stalls here today that sell…Tarot cards?"

Applejack's ear tilted in confusion, but Rarity was the one to speak up, looking at Fluttershy as if she had just sworn "Tarot cards? Goodness, Fluttershy! What on earth are you doing looking up something so spooky?"

Applejack raised a hoof "Erm…Beggin' yer pardon, but what the hay are Tarot cards?"

Rarity turned to her blonde-maned friend "It's a sort of deck of cards that, _apparently_, can tell the future. But it's all superstition, really! Just a parlour trick some ponies use to impress their friends or con some quick Bits on the street. But whatever could you want with such a thing, Fluttershy? Surely you of all ponies can't be into…er, that sort of thing!"

Fluttershy cowered slightly. It was not for her. She did not even know what Tarot cards were herself! But she drew herself up and quickly fabricated a story "Well…er, I…read about them, yes, read about them in a storybook…and I was kind of interested in the idea. So I thought I'd buy uh…myself, some cards of my own, just to see what they were like. So, er…would anypony here sell them?"

Applejack scratched her chin. She had to admit, whatever these Tarot cards did, Rarity made them sound like something Fluttershy definitely would not be into. But who was she to judge? It just sounded like some harmless game, like dripping candle-wax into a bowl of water and pretending to tell the future by what shapes the wax makes. "Well shoot…I reckon you should head over to Oddity and Curio's stall, over there by the fountain. But be careful, those two are a mite…well, odd."

Fluttershy nodded, closing the flaps on her saddlebag as she put the last apple in. She gave one last "Goodbye." before fluttering off in the direction of the stall in question. Applejack and Rarity watched as the Pegasus flew away. "Well now, what do you suppose Fluttershy could ant with something as morbid as Tarot cards?" Rarity asked.

But Applejack just shrugged "Eh, don't fret about it none. Everypony needs a hobby!"

Fluttershy landed on the dirt road that led up to her humble cottage, the weight of her saddlebags making her crouch a bit lower than usual upon landing. As she pushed the gate open, she mused on the strange cards she had just bought down at the market earlier that day.

As she had headed home, she had taken the liberty of opening the little black drawstring bag the cards came in, and look at the images drawn on each one. Many of them were hardly different from standard playing cards as Fluttershy knew them, but with different symbols. Instead of clubs, spades, hearts and diamonds, these cards were separated into swords, cups, disks and wands. And each suit had an extra court-card in it; as well as the standard king, queen and knave, there was also a knight. Also, rather than just having depictions of the number of suit-objects in the name of the cards, they were strange pictures of landscapes, buildings and ponies, each working the number of suit-objects into them. She remembered the "Three of Staffs", which depicted a cloaked pony looking over a vast landscape, with two staffs stood up in the ground on their left, with a third staff on their right. The pony's tail was curled around this third staff.

But in addition to the suit cards, there were a number of other cards mixed in, with no suit. Instead, they had names like "The Fool", depicting a young wandering colt who looked up at the sky, blissfully unaware that he was nearing the edge of a cliff; or "The Star" which depicted a unicorn knelt by a pond, with an enormous star in the sky over her. Fluttershy smiled slightly at these cards in particular. A few of the cards did frighten her a bit (She almost fell out of the air as she saw "The Dragon"), but several had very beautiful images on them, printed in exquisite detail.

At first, she had been apprehensive about purchasing anything for her strange, masked patient. Rarity's description of the cards only heightened her hesitance. But she reasoned with herself: They were just a game. Twilight had told her, only unicorns could tell the future, and even then, they could only be born with prophetic ability, which in itself was extremely rare. It was not something that could be taught, and certainly there existed no object that could be used by non-unicorns in lieu of genuine prophecy or clairvoyance. Not to mention, he himself was an earth-pony. What harm could he do with them? They were just cards, after all.

As she closed the door, she heard the masked pony call "So, did you get them?"

She nodded as she replied "Yes, I did. I hope they're what you were looking for."

She extracted the small bag from her saddlebags and brought them over to the couch where he lay, his bandaged leg rested on the armrest. He sat up as she deposited the cards before him. Loosening the drawstrings, he pulled out the first few cards. Gazing over them, he looked up to Fluttershy.

"They're perfect. Thanks."

She smiled as she went to the kitchen to empty her saddlebag's remaining contents "I'm glad to hear that. Oh, I hope you don't mind, but I was told Twilight was going to visit today…I guess she wants to talk to you again."

He sighed through his mask. "Still determined to fight a losing battle, is she?"

Fluttershy returned to the living room and sat down on a cushion "Well, I don't know about that…B-but Twilight is certainly not the type to give up on anything. When she sets her mind to something, she'll never stop… To be honest, that's probably what I like most about her."

But any further conversation was stalled as there came a sharp knocking on the door. Fluttershy jumped slightly at the sudden noise, but composed herself quickly enough and went to open the door.

"Hello? Who is…Oh, it's you, Twilight!"

She held the door open as the unicorn entered "Yeah, hi Fluttershy. So, where is he?"

The Pegasus was slightly taken aback at the less-than-cordial greeting "Erm…he's over on the couch…Where's Talisman?"

"He's back at his house. He, er…wasn't feeling well." Twilight replied. Lying to Fluttershy…she felt low as a dog. Truth be told, she did not feel safe bringing Talisman with her to speak with their masked guest. Last time they were together, Talisman has crushed his leg with a rock! Who could guess what else he would do if he had the chance?

Twilight sat down on another of the many cushions lying about, facing the couch where he lay. She noted with some surprise how relaxed and at ease he seemed. Of course, with such a blank mask, she could hardly even tell what he was thinking. He could be fuming or weeping for all she knew. So focused was she on his face that she failed to see him slipping a little black drawstring bag under one of his pillows. Fluttershy decided to give the pair their privacy, and trotted upstairs to check on her animals.

"Well, hello again, miss Sparkle. To what do I owe the pleasure?" he sneered.

Twilight frowned "Cut the jokes. I want to talk to you about what you and your friends are up to."

He sighed "Why, whatever do you mean?"

"You know just what I mean! I know that you and your friends want to bring the Slendermane into Equestria…y'know, in its 'true form' or whatever. But just how are you gonna do that? How does it work?"

He did not reply. He merely rolled over, his face to the back of the couch. After a moment, there came a slightly muffled "Why should I tell you?"

"Well, no offence but you're not exactly in a position to bargain. You're stuck in here until I find out everything I need to know, one of your legs is broken, and you have no way to reach your friends in the Forest. Cooperate, and then we'll talk terms."

The masked pony just chuckled "Ha! There's no way I'd betray my comrades. They know the rites well enough to carry them out without me. I'm just a guide. You'd have to torture me if you want me to talk!"

Twilight rolled her eyes "Oh please. Even I wouldn't stoop low enough to resort to torture."

He shrugged "Well, have fun failing to delay the inevitable then."

The unicorn glared at the colt. Why had she ever been so naïve to think she could get anything out of him? Silence passed between the ponies. Twilight looked around the cottage, as if seeking inspiration from her surroundings. She could hear Fluttershy busying herself upstairs, talking gently to some small animal. Then she had an idea. A malicious grin appeared on her face as it grew.

"You know, there are other ways to convince a pony to cooperate…How long did Fluttershy say you'd have to stay until your leg was better?"

The colt rolled back over, his curiosity piqued by the sudden change of tone in her voice "She said it would take a few days before I could be up on my hooves."

"Hmm." Twilight mused. It wasn't something she'd wanted to resort to, but desperate times call for desperate measures "You know, Fluttershy is about the only pony in Ponyville who'd be willing to treat you. All I need to do is take you away from…"

"You really think you can get to me with such idle threats, my pretty?"

Twilight glared at him angrily again, her voice rising "It's not idle! And don't call me that!"

Under his mask, he smiled "You'd never be able to get Miss Fluttershy to stop treating me. She's far too kind-hearted. You might think you have me as a prisoner, but I'll be honest, she's been treatin' me like a poor little foal who's sprained his ankle."

Her eyes grew wide in response. She knew Fluttershy was a kind soul who was friendly to any creature, but surely even she must have her limit?

He saw the look on her face. He had her right where he wanted her now. "Oh yes, she's been a lovely little hostess to me. She's fed me, bandaged me up, made sure I was as comfortable as possible..."

"Be quiet."

But the colt continued his relentless tirade. He was getting to her. Perfect, "In fact, just today she even went and got me a present. A little get-well gift, if ya like. You should hear her, fawning over me, day and night: 'Oh, here, let me change those bandages or you!'" He simpered in a cruel parody of Fluttershy's voice "'Oh, how are you feeling today? Would you like something to eat? Would you like another pillow?"

"Quiet!"

"If I didn't know better, " The colt continued, his voice dripping with malice "I'd say she's starting to like me. You got nothing to use against me…"

"SHUT UP!" Twilight screamed in the colt's face.

Her eyes shone with fury and frustration. Before she knew what she was doing, there was a flash of light and the colt was in mid-air, his body surrounded by a magenta aura. The exertion was unbearable, but her sheer anger and desperation kept her from passing out from exhaustion. She snarled up at the colt who floated before her"Now you listen to me, buddy. I didn't want to go here, but if it's what it takes, I'll do it!"

Fluttershy's pink-maned head peeked down from the upper floor "Erm…Twilight? What's…Twilight! You've got your magic back!"

Twilight blinked, dull surprise all over her face as she recognised her sudden burst of magic. He Vita was back!

But even this ray of good news did little to calm her mood. She growled in his face "I don't know if you are aware, but I have a direct link to Princess Celestia herself. She knows what's happening to me, I've sent her notes, and bits of my research. Now, you'd better start talking, because all it takes is one letter to Canterlot, and I can have the Princess here in a matter of minutes. I'm sure she has much more effective ways of encouraging somepony to talk."

Inside, she was cringing. She had never had to pull rank on anypony, and to be honest, it felt horrible. It was as if she was taking advantage of her special connection to the Princess and misusing it. But she was through being lenient.

"So, are you going to cooperate?" She said, in a cold, unforgiving voice barely above a whisper. "Or do I have to get the Princess involved?"

The silence that followed was so thick, the sharpest knife would barely make a dent in it. The colt lay on the couch, staring through blackened eyeholes into the glaring, violet eyes of Twilight, her face contorted with anger, her chest heaving with exasperation. Fluttershy had watched the exchange from the stairs, and only now spoke up, her voice hardly audible.

"T-Twilight? Could you, maybe…y'know, c-calm down a…"

"Stay out of this Fluttershy!" Twilight shouted back, pointing a hoof at the pegasus.

Fluttershy cringed, as if Twilight had thrown something at her. It certainly felt like that to her. With a whimper, she hung her head "T-Twilight…I-I'm…"

Then it hit her. Twilight lowered her hoof and turned to look up at her. She felt a pang of guilt as she realised what she had just said. She had just verbally assaulted her friend, the most gentle and timid pony in Equestria. And now she was on the verge of tears. She felt lower than an insect "Fluttershy…I'm so-…"

But before she could finish, Fluttershy had scampered upstairs, whimpering, desperate not to let her friend see her crying. There was a slam of a door, and then silence.

Twilight stared dumbly at the stairs. Her mind was still trying to keep up with what she had just done. It felt like she had crushed an animal's head beneath her hoof. She felt dirty, unclean. Her horn's glow faded away, the colt dropping to the floor as the telekinesis wore off.

"Well, that was dramatic."

The colt's voce brought her attention back to him. Her voice was still caught in her throat, and she could only stare at the masked pony, who lay at ease on the couch.

"Now, correct me if I'm wrong, but you said that you sent some of your research to the Princess?"

Twilight nodded dumbly.

"Would this happen to include photographs of The Mighty?"

Again she nodded.

Beneath his mask, the colt's face broke out into a massive grin. "Oh, thank you. Thank you so very, very much. You may have made my job a whole lot easier."

Her voice returned suddenly "Wha-? What do you mean?"

"You'll find out soon enough. News travels fast round here. I'll just say this: If you wanted her help…"

He leaned close to her, his voice a conspiring whisper:

"You shouldn't have done that."

Twilight's mind whirred with activity. What had she just done?

Without another word, she got up and headed for the door. She had had enough for the night. Her mind was a maelstrom of uncertainty, with more questions than ever.

Before she left, the colt's voice rang out again "Just who can you go to now, Twilight? You've already attacked Miss Fluttershy. How long is it until the others leave you too?"

The door slammed furiously as Twilight left, unable to listen to any more. The colt giggled to himself, a horrible, high giggle. With a content sigh, he retrieved the Tarot cards from their refuge under the pillow and began to lay out a formation of cards.

He first lay out a ring of cards, staring with the Emperor, then the High Priest, the Lovers,

the Chariot, Strength, the Hermit, Justice, Death, Temperance, the Dragon, the Star and finally the Moon.

"The circle is formed." he said in a low mutter.

In the centre of this ring, he placed the four aces in a cross shape, placing the Knight of Swords upon it.

"The altar is prepared."

Finally, he arranged three more cards outside the circle, The Fool, The Hanged Mare and The Judgment, in a triangle.

He looked in satisfaction at the completed formation. Most ponies insisted that Earth ponies had no magical ability… He pitied those who believed such lies. They had not been enlightened by the wisdom and power of The Mighty. From the 4th World, He had brought His own magic, teaching it to the worthy. Opening up a communication lattice would be child's play!

One by one, the colt placed more cards on the formation, muttering under his breath strange words. He would place the card down, then tap it with a hoof, reciting another stanza of the strange, alien chant his Master had taught him.

As he placed and tapped the final card, the Knave of Disks, upon the triangle, his head was suddenly wracked with a sharp twinge of pain.

"The way is open!" he groaned, feeling his mind connect to the communication lattice. Shutting his eyes, he strained as he probed about the lattice, a single thread weaving through many, seeking out somepony who was listening.

"Sir?"

Another voice echoed in his mind. He smiled with satisfaction as he made the connection to the other. "Excellent, somepony's there! How are the preparations going?"

"As planned" The other voice said enthusiastically "What happened? Where are you?"

He groaned "I've been…apprehended. I'm in the small cottage that lies just outside His Forest. They got me first, broke my leg."

"What? But how can we go on with the plan without you?"

"Don't worry, I'll be alright to leave in no time. The pony who has me under guard is a weak one. Getting her out of the way will be easy enough. And I bring good news!"

"Sir?"

He grinned as he spoke "First of all, we can cut out any worries of Celestia interfering. She's found out about us."

"Found out? What difference does that make?" 

"Let's just say The Mighty has awoken before, and leave it at that. The other good news is, we can push the rite ahead of schedule."

"Really? Why?"

"Her Vita has begun to return faster. Emotions are rather running high here. I give it until this weekend, and she'll be all ready to harvest."

The voice on the other end grew excited "And that'll be it then? He'll have enough power to return?"

Though the other could not see it, the colt nodded "In full. Then the Great Work can begin. Advance our work from the Blue stage to the Black stage."

"It will be done, sir. No turn back now… Should we come to get you?"

"Be outside the cottage in two nights time. I'll be ready by then."

"Until then, Master."

With that, the communication lattice fell silent. The masked pony let his link break from the interwoven threads, as the spell faded from his mind. Sweat dripped from all over his body as he panted from the exertion.

"H-how do…unicorns…do this sorta…" He trailed off as he collapsed into exhausted sleep.


	13. tImE Up

Twilight sat in the dark of her bedroom, her head hung. Her eyes had sore, red rims around them, brought on by several days lack of sleep, and tears leaving tracks down her cheeks. She had stopped crying a few minutes ago. She couldn't cry anymore. She was out of tears.

On the ground before her lay two sheets of paper. The first was a familiar-looking scroll, the broken wax-seal stamped with the royal seal. It lay open at her hooves, next to the other, the front page of a newspaper.

Rubbing her eyes, Twilight read through the scroll again, written not in the round, swirly writing of her mentor, the Princess Celestia. Instead, it was written in a more thin and subdued style, with much more old-fashioned language.

She read over the scroll for the third time, before gazing off into space. To think it was not even noon yet.

She had awoken in her usual spot in the middle of the library room, in her makeshift bed. It had been the first decent sleep she had gotten in several days now, ever since her talk with her masked 'friend'. Throughout the nights she had tossed and turned, mulling over his words, desperately searching for any sort of discernible secret behind his words. When this failed, she would simply lie down and try her best to get some rest. But even on the rare occasion when she could clear her mind of the maelstrom of theories and worries, his voice would echo through the darkness of her mind:

"_Just who can you go to, Twilight Sparkle? Who can you trust?"_

What did he mean by that? Why had he said that? She had been through everything with her friends by her side. Even her days as a loner in Canterlot, she had Spike with her. She trusted each and every one of them with her life. Why would she suddenly no longer trust them?

For that matter, what had he meant about the Princess? She had sent her all her research to Celestia in hopes she might know more about the whole problem than she did. What if she did? What could she know?

But for the first time since the conversation, she had been able to completely clear her mind and get some much-needed rest. When she awoke that morning, she even found herself smiling! She felt invigorated, rejuvenated and like she could take on the Slendermane Itself in hoof-to-hoof combat!

Then there came that ever-familiar _belch_! Followed by a brief glow of green. Celestia had replied!

Twilight raced downstairs to the library's main room, where she found Spike picking up a scroll. But something was different. The parchment was a different colour, it was much paler. And she distinctly remembered that the letters Celestia sent her were always sealed into scrolls with a seal of red wax.

The seal on this scroll was a silvery white wax.

"Oh, mornin' Twilight. Here, this just arrived for you…" Spike began as he saw his friend's bed-haired head peep round the door.

Before he knew what was happening, Spike found himself on the floor, several feet away from where he had been standing.

Twilight suspended the scroll before her face. Ignoring the dragon she had essentially just body-checked, she hastily broke the seal of the scroll, undid the blue ribbon that wrapped around it, and unfurled the message:

"_To Ms. Twilight Sparkle._

_Enclosed is this morning's edition of the Canterlot Enquirer. For the sake of sister of mine, as well as thyself, I hope that thou hast some sort of explanation for these happenstances._

_Yours faithfully,_

_Her royal highness_

_Princess Luna."_

As she had unfurled the scroll, there came a gentle thud as the aforementioned newspaper landed between her forehooves. She hastily levitated the paper before her.

"Twilight…? What's up?" Spike asked as he got up. As he stood on tiptoes to read the scroll or the paper over Twilight's shoulder, he was taken aback as she once again pushed him aside. Without a word, the unicorn ran upstairs to her bedroom once again, the newspaper and the note fluttering around her head like some strange birds.

She shut the door, shut the curtains and sat down in the centre of her room. Unfolding the newspaper again, she felt a chill through her whole body as she read the front page:

_**Strange goings on in the Royal Palace- Celestia no longer fit to rule?**_

_The mental health and wellbeing of her royal highness, Princess Celestia, has been called into question today, as the order came for a lockdown of the entire Canterlot Castle. _

_The Princess had been seen by members of the castle-staff beforehand, pacing up and down the corridors of the castle, apparently unaware of anypony other than herself. For several days prior to the lockdown, Princess Celestia had been seen to be notably less calm and collected than she is known to be- She had been locking herself in her quarters for whole days at a time, and muttering to herself._

_The nature of the lockdown order only adds to this mystery. The stated reason for the lockdown, as written by the Princess, was "To keep __Him__ out". The peculiar nature of this order has led many to question the legitimacy of the order, believing it to be a practical joke of some kind. But palace officials have been quoted as saying that "The royal Equestrian seal and the Princess' signature rather speak for themselves." Since the time the order has been given, word has spread via the palace staff of the Princess exhibiting strange behaviours, such as pacing up and down the corridors, muttering incoherently, ignoring anypony who tempts to make contact with her. A recurring theme appears to be a mysterious person, referred to by the Princess as "Him"._

_A statement from the Royal doctor reads "We have reason to believe that her Highness' current mental instability stems from a recent mental shock. Her symptoms- Anxiety, mental regression, dazed expression, incoherent mutterings of an enigmatic "Him"- all point to a recent recollection of a repressed memory from previous life. I can assure you that all that can be done is being done to return her Highness to a sound state of mind. "_

_Until such a time that Princess Celestia is deemed fit to rule again, Princess Luna has stated that she will be taking over all royal duties henceforth. In a further statement, she assures everypony that the passage of the sun and the moon will not be affected as she will take control over them in her sister's stead. However, due to the time consuming nature of ruling over Equestria, and controlling both celestial bodies, all Royal Courts or royal functions shall be cancelled until further notice."_

Twilight let both the letter and the newspaper fall to the floor as the glow of her horn dissipated. She let her head hang, her purple hair hiding her face. There came a gentle _plip, plip, plip_ as fat, wet tears left tracks down her cheeks, falling to land on the unfurled scroll at her hooves. She did not bother to hold back her tears, but she could not bring herself to weep or wail. There was no point.

That was it, then. Her last hope of rescue. Gone. With the masked pony's words, Twilight had been anxious for any sort of help from the Princess, any letter of comfort or advice. Instead, her well-meaning actions had only made matters worse!

But what was it the doctor had said? 'Repressed memory'? Twilight pondered to herself through her tears: Has Celestia seen this creature before? If so, just how old was it?

But if the princess had repressed the memory of it, as the doctor theorised, then that would mean that whatever encounter Ceestia had had with the Slendermane, it was so horrifying, so terrible, even the Princess felt the need to never think of it again.

_And I reminded her_. Twilight slumped on the floor of her room, her body twitching gently with each silent sob. I brought this on her. _I sent her those notes about It_. She felt low as a dog. No, lower…lower than the lowest form of protoplasmic life there was! The masked one's words echoed through her mind once more:

"_You may have made my job a whole lot easier…If you wanted her help, you shouldn't have done that."_

"She…she just wanted to forget about…H-Him…" She muttered aloud, her voice wracked with grief "…And I brought it back…I m-made her remember…My teacher…"

And with that, she did the only thing that came to her mind. She put her arms over her head, lay on the hard, wooden floor, and cried.

She had no idea how long she lay there, weeping to herself. But by the time she opened her eyes, the sun was hanging low in the sky. _Must be close to four in the afternoon._

As she paced up and down the room like an animal caged, she thought to herself about everything that had happened. Ever since she had begun to study this monster, this…thing, there had been nothing but trouble.

Her friends had done so much for her already. They had gone out of their way to help her. Pinkie had introduced her to Talisman Tome. Talisman had offered her his research, the use of his home, purely out of the goodness of his heart, as well as the hope that she could help him. Fluttershy had volunteered to watch their masked prisoner, completely disregarding her own safety or wellbeing. _Well of course they would_, Twilight reasoned. _They're your friends, it's what they do. It's what she and her friends had always done: Go out of their way to help eachother. why wouldn't they help you now?_

_Well, because of what's happened because of their help. I made the others get in deep with this whole ordeal. Too deep. If I'd just left well enough alone and left them out of this, they wouldn't have to go through all this. They wouldn't have to be able to see It._

She then thought of Talisman, that strange little colt, who had willingly broken what may have been years of solitude to help her. And what had she done in return? Other than deprive him of his solitude and make him recollect terrible memories, nothing. He had never been in danger before he met her. He wasn't a sacrifice or a potential victim. But he was working with her, the final ingredient those masked ponies needed, and that had made him a threat that needed to be dealt with. Because of _her._

And Fluttershy. Twilight cringed as the memory came back to her. Poor, dear Fluttershy. She still felt horrible for what she did to her. The pony, from the pure kindness and goodness in her heart, had volunteered to take care of the masked colt, despite her fear of him, simply because she wanted to help. And what had she done in return? She had yelled at her. The gentlest, kindest pony in the world, and Twilight had verbally assaulted her without a second thought!

She felt like hitting herself. She wanted to punch herself, buck herself, kick herself, whatever it took. She was the worst friend ever. "All my friends did was help me, and all I did for them was hurt them more…Oh, I don't deserve them..."

"Now that's just stupid!"

She raised her head as she heard a voice. Looking to the doorway, she saw the door wide open. In the frame was Spike, with a look of incredulity on his little face. Strangely though, he was smiling also. A gentle, if slightly sarcastic smile.

"Geez Twilight, no wonder the Princess wanted you to study friendship. You really can be a novice about it sometimes." He said as he approached his friend. Before Twilight could open her mouth to protest, Spike had grabbed her huddled form in is arms, and gave her the warmest hug his body could muster. His short arms only just wrapped around her waist, but Twilight felt herself breaking into a loving, kind smile. She wrapped her hooves around him in a return of his comforting embrace.

"Don't you get it, Twilight? It doesn't matter whether you deserve friends or not! The point is, you have friends, and they're willing to go out of their way to help you!"

"But Spike…" Twilight began "All it's doing is getting them too involved…I-I don't want to see them hurt..."

"Hmph, you're still not getting it, are you? The mark of a true friend is that they are there for you, no matter what happens! Element of Loyalty, remember?" Spike said, pointing with a claw to the framed picture that rested on Twilight's dresser. It was an old photograph of her and her friends, all huddled together, laughing at some long-gone joke. "Just because Rainbow Dash represents it, doesn't mean your other friends don't have it as well!"

Twilight gazed at the picture. Memories flooded her mind, of all the good times she had had with her friends. All the adventures, all the parties, all the battles fought with them by her side. She did not want them to end.

"Think about it, Twi. You told me that if this…thing, comes to power, it could destroy all of Equestria. That means you, me, everypony we know. If you really care about them, you would let them help you stop It, so you can all keep on living, right?"

Twilight looked back down to the tiny dragon that knelt by her side, clutching her in his arms, hugging her like a little brother. Really, for a baby dragon, Spike could be remarkably perceptive. It was in that moment that everything became clear. Wiping the tears from her red eyes, she got up off the floor. Glimpsing herself in the mirror, she saw a dishevelled mare staring back at her, through red-rimmed eyes, peering through matted, messy hair. Her horn aglow with magic, she drew a brush hastily through her mane and scrubbed her face with a washcloth.

"I know what I have to do. Thanks Spike…Thanks for getting me thinking straight again." Twilight said in a strained voice. She gave Spike one final hug on her way out, and she trotted down the stairs and out the door. Spike watched as she left, the fire in her eyes renewed.

"That's my girl."

Twilight strode down the road through Ponyville, looking about at everypony she passed. Spike's point remained at the top of her mind: if she does nothing, if she is determined to not let her iend help her, then all these ponies, all of Equestria, is as good as dead. She had read old stories of beings who claimed to be able to 'purify' the world, when all they really did was destroy everything and anything in it. She could not let that happen.

As a team, she and her friends were unstoppable. She knew this from experience. Their kinship and teamwork were what defeated Nightmare Moon, and Discord too. With this in mind, she took a left and headed towards the outskirts of town, towards Fluttershy's cottage.

"If we are gonna stop this thing, I'll need to talk to Fluttershy." Twilight said aloud to herself "After what I put her through, she deserves an apology…"

As she saw he familiar little cottage in the distance, she picked up the pace and broke into a gallop. She sprinted up the walk, across the little bridge over the stream, and skidded to a halt outside the door.

Knocking with a forehoof, she called out "Fluttershy? It's Twilight…I-I need to talk to you…It's about what happened a few days ago."

She waited for the sound of the door unlatching, going over in her mind what she would say. She'd tell Fluttershy that she was sorry for shouting at her. That it was stupid of her, and she had not been thinking straight.

A minute passed. No answer. She knocked again. Another minute, still no answer.

Twilight went around the back of the house Maybe Fluttershy was in the garden or something, tending to her animals.

She wasn't.

Twilight's worry only increased as she saw that the back door of the cottage, which led to the garden, was wide open. She felt a twinge of fear as she passed through the doorway into the cottage.

The entire room was shrouded in darkness, the only light coming in from the windows. Chairs and tables were overturned. Pottery and glassware lay shattered on the ground, trampled into the carpet along with stray food-pellets and any other knick-knacks.

"What on earth…?" Twilight muttered as she oversaw the damage. There had been some sort of struggle here…but why?

Her eye was caught by a tiny note that lay on the floor by the couch. Hesitantly, she levitated the scrap of paper to hover before her eyes.

"TE ANTE TEMPUS"

Beneath the scrawled Old Equestrian words, Twilight saw it. That ever-present symbol, the crossed-out circle

Twilight stood stock still with shock. She did not need to understand Old Equestrian to know what this meant. He had recovered. He must have tried to escape. And when Fluttershy tried to stop him, he must have…

The unicorn gulped, unable to finish the thought. She did not want to think what he may have done to her friend.

As she looked about frantically, her eye fell upon a strange pair of lines scuffed in the carpet. They seemed to lead out the door, where the same lines were scuffed in the dirt. In the dirt, next to these lines, clear as day were two sets of hoof prints.

She sprinted out the door, following the tracks as they led away from Fluttershy's cottage. They wound past the path, and into the dark, tall trees of the Everfree Forest.

"I'm coming, Fluttershy!" Twilight shouted aloud, before galloping full pelt into those dark trees.

If only she had moved a little slower and quieter as she had passed through the back garden of Fluttershy's cottage.

She may then have heard the strange sound coming from the ground. A muffled, if frantic, scratching sound, as if something was trying to dig its way from underground to the surface. That, and a tiny, weak, timid voice, squeaking up from the ground.

"He-lp….mm…mmeeee…."


	14. rEBIRTH

The colt swept his stringy, brown hair out of his eyes as he watched his comrades busy at work. The last remnants of the bandages on his leg lay strewn about his hooves, his formerly bandaged hind leg quivering a little. Being off it for so long had drained it of much of its strength. But the excitement he felt and the adrenaline pumping through his body and mind kept him standing. After so long, after almost a year of preparation, the final touches to the ritual were falling into place.

He and his fellow masked compatriots stood in a wide clearing, deep in the Everfree Forest. A perimeter of torches illuminated the clearing, as well as deterring any potential predators. The ground had been cleared of all debris, and two of the ponies were marking out an enormous geometric design into the earth, digging a furrow with their hooftips. Yet another piled kindling and dry grass in the centre of the clearing, with smaller fires dotted around the edge of the circle. The pony, a young mare with a curly dirty-blonde mane, looked up from her work, calling to the brown-haired colt.

"Um, Sir? Can I ask you something?"

He nodded as he moved to stand by her, assisting in the packing of kindling and grass.

"Well, this ritual we're preparing…I don't quite understand why all this is necessary." She muttered, slightly timidly.

"Necessary? What do you mean?"

"Well, think about it, sir." She continued "Before, when we were feeding The Mighty, we simply attained some food and led Him to it."

"Yes, that's true..." Said the colt.

"So, why do we need all this stuff? The fire, the circle, all that stuff; is there some reason behind it?"

He smiled under his mask. "Of course!" Waving a hoof over the ritual circle "This design on the ground is an old form of magic He taught me about. It's to keep any foreign magic from interfering. The last thing we need is some wandering unicorn stumbling on our work and trying to interfere. Plus, our guest won't be able to magick her way out of it either. This way The Mighty can enter and have his final feast with ease."

The mare nodded "I guess so…but what about the fire, and the ropes and the knife and stuff? What's that for?"

"Well, the ropes are necessary to make sure our guest stays put while He has his way with her. As for the fires and the knife, we need emotions running as high as possible for this ritual to work. The more heightened emotions going around, the more Vita energy He will be able to dine on."

She cocked her head as it struck her "So…they're basically to create a creepy atmosphere?"

He paused. He then chuckled as he looked back on just how silly it sounded "Heh, yeah I guess so. Still, we need everything playing in our favour if this is going to work. We only get one shot to bring Him into the world permanently, so we gotta get everything right. After all, nothing spells success like excess, right?"

The mare laughed obediently at her leader's little joke before getting on with maintaining the fire.

The masked colt returned to his spot in the centre of the ritual circle, where he could oversee everything going on. The preparations were almost complete for the ritual, and the last piece should be arriving any moment now. He chuckled at the ingenuity of his trick: It played on Miss Sparkle's greatest aspects, and her greatest flaws. She'd be here like a shot if she thought on of her friends was in danger.

Fluttershy half-heartedly went about her work in her cottage. Every now and then she would stop a moment to sniffle or wipe a tear from her eye. It had been a few days since Twilight's last visit, and the blow of having her best friend shout at her still stung her. She hadn't seen her that angry and agitated since the whole incident with the Princess' letters and the Smartypants doll. And even then she had generally been angry and frustrated at everypony, rather than just her. Fluttershy felt hurt from her friend's words, but deep down among the hurt, she knew that she was overreacting.

It wasn't as if Twilight had said that she hated her, or insulted her! She had just yelled at her and told her to 'stay out of this'. But it still stung her just the same, and that made it even worse. _Why do I have to be so weak sometimes? My best friend shouts at me, and I'm acting like she doesn't want to see me again, _her inner voice told herself.

"Pathetic…" she whimpered to herself.

"You say something?"

She jumped as she heard her guest's reedy voice call to her from the living room "Oh…no, nothing…" She returned to the living room as she dusted the shelves and cabinets that lined the walls, taking care to not let the masked colt see her face. She did not feel like facing anypony at the moment.

"What's for dinner?" he asked after a few minutes of silence.

She quietly cleared her throat "I-I was thinking…a stew would be nice tonight. It's a bit warm for it this time of year, but…It just feels like a good idea."

She heard him chuckle "Sounds good to me. You think you could throw in some extra carrots? I used to love my stews with plenty of carrots…"

He could not see, but this comment made a small smile creep onto Fluttershy's face. Really, it was so strange to be talking about something like this with a pony who is essentially a prisoner.

"Heh, it really is kind of strange, talking about something like this with the pony who's holding me captive!"

She paused for a moment. _Did I say that out loud?_

She giggled a little in reply "Oh…yes, I suppose it is. But the way I think about it, you're not _my _prisoner really. Twilight Sparkle is the one who wants somepony to keep an eye on you, so I guess she would be more your captor. To me at the moment, you're just a pony who needs healing."

She heard movement on the couch. Probably just settling a little or turning over. "That's really sweet of ya, Fluttershy. I couldn't have hoped for a lovelier carer."

Her cheeks flushed pink as she hid a grin, busying herself cleaning up a spilled packet of animal feed.

"Which makes me hope all the more that you'll cooperate."

Fluttershy froze. He sounded far closer that time.

She turned around to see the colt standing up, slightly off-balance due to the bandage on his leg. His masked face stared straight at her, his lank brown hair hanging over the eyeholes. She took a step back.

"Um…wh-what are you…doing?" she stammered. "You shouldn't b-be up on that l-leg yet. P-please, sit d-down…"

"Just stand aside, Fluttershy." He said flatly "Stand aside and let me leave."

"I c-can't…Stop this, p-please…"

"You can tell them I attacked you." He reasoned, stepping closer.

"Get back, please…s-sit back down…I can't let y-you…"

He was standing almost snout to snout with her "Please don't make me do this…I don't want to have to hurt you, but I will if I have to. Now, I'm going to ask you one more time…" He looked straight into her eyes. For the first time, she could see his watery eyes, a tiny black pupil surrounded by a grey-green iris. "Stand aside."

She looked down at the ground, her nerve failing. It was just like those days in Flight School, those days she wished she could forget. But she had been a complete pushover in those days. Not anymore. Even she could grow a spine in that time.

"I'm sorry," she finally muttered, her voice quiet but firm "But I can't let you leave."

She looked up again at the masked face of the colt. His grey eyes were just visible through the shadowed holes, before he sighed and looked away. For a moment he was silent, but then something caught his eye. He waved a hoof as he looked over Fluttershy's shoulder. "Oh, hello again, Miss Sparkle!"

Fluttershy looked over her shoulder, expecting to see her unicorn friend, "Hmm? Twili-"

CRACK!

Without so much as a squeak of surprise, she crumpled to the floor, a red mark on the back of her head where the colt's forehoof had made contact.

He gritted his teeth as his striking-hoof throbbed with pain. "Sorry it had to come to that…Give you some credit though," he said to nopony in particular, stepping over Fluttershy's unconscious form towards the front door "If yer skull were any harder, it could be used as a cannonball!"

With his other forehoof, he pushed the door open and stepped out into the garden. He sniffed the clear afternoon air, and caught a familiar scent. Following it around the side of the cottage, he found himself face to face- or rather, mask to mask- with his three cohorts.

"Right on schedule" he said, smiling. They nodded in reply as the shortest of the three spoke up.

"Glad to have you back sir…how's the leg?"

He looked down at the bandage-wrapped limb "Eh, it's nearly recovered. I'll be fine. Now, shall we get to work?"

"What about the Pegasus? What'd you do with her?" the middle pony, the mare, asked.

He looked back towards the front of the house "I left her out cold inside. She wasn't being cooperative." He added with a grin "She won't be a bother."

"Maybe not," the mare replied "But her friends might. Granted, the unicorn is vital, but we don't need her other friends snooping about and interfering with our plan."

The short colt spoke up "So, what do you propose then? What do we do with her?"

There was silence for a moment as each pony thought of a way to keep the unconscious Pegasus out of the way. Beneath his mask, the lead colt grinned evilly as a lightbulb went off inside his mind. He had an idea; an absolutely sick, twisted and malicious idea. He loved it.

Not long after, he was patting the dirt down on a freshly dug grave, and its prematurely buried resident. "That ought to do it."

"You're a sick pony, you know that?" the mare said as she scraped the loam off her forehooves.

"You betcha." He said with a satisfied smile. _Nothing spells success like excess, after all._

That same satisfied smile still played across his face. He strode across the consecrated ritual space to the massive tree that stood at the far end of the clearing. It was an ugly thing, twisted and gnarled, with sickly pale bark that stood out among the other trees. This unhealthy colour, combined with the notable lack of leaves or buds, made the tree look dead. To most ponies, that is exactly what it was: an old, dead tree. But he knew better.

The tree sat at the base of the design that was carved into the ground, inbetween the two points of the pentagon that formed the centre of the circular design. From this point there was a clear view of the entire space. He chuckled lightly as he saw the piles of kindling that sat at each point of the pentagonal design flare up into flames. The five fires cast a yellow glow over the circle; the shadows making the deep dug furrows stand out even moreso.

_Excellent_, he thought. _We're all set. Not long until sunset now, then we can advance to the Albedo stage. Now we just need…_

"WHERE IS SHE?"

Four masked heads turned to see a familiar unicorn skid to a halt as she came into the clearing. Twigs and brambles clung to Twilight's mane and coat, and her breath was coming in ragged gasps. On her face was the most terrifying look of pure, undiluted rage imaginable.

_Right on cue_ "Ah, Miss Sparkle, so glad you could make it!" he called as he trotted towards her.

She took a step back, stomping a forehoof on the ground "Don't come anywhere near me! What have you done with Fluttershy? Where have you got her?"

She glared daggers at the masked colt as he nonchalantly approached her, unaware of the three other ponies who were now closing in on her. "Miss Fluttershy? Why, she's back where you left her…she was being a bit of a hindrance to our plan, so naturally, we needed her out of the way."

Twilight's eyes widened "…You didn't…"

"Oh no, of course not!" He replied "She's alive, though how long she stays that way is another matter. But anyway, shouldn't you really be worrying about yourself? I mean, you do realise where you are, don't you?"

For the first time, Twilight took a glance around at the clearing. She saw the fires that were lit all around her, as well as the strange arcane design carved into the ground. She recognised the design from one of her books. She also remembered the intended use of it.

"Oh horseapp-"

But before she could continue, her legs gave way beneath her as the other three ponies leapt at her, forcing her to the ground. Twilight struggled under their weight, but her limbs, head and tail were all pinned down. She then felt something wrapping around her legs, pulling them together. As the mass of bodies moved off her, she looked down and saw that she now lay hogtied, on her back.

She squirmed and stretched, trying with all her might to break through the ropes that held her trussed up like a turkey, but physical strength had never been her strongest point. She did not even bother using her magic; she knew that the arcane design that surrounded them would deaden any attempts to use magic.

The masked colt watched as Twilight writhed and squirmed in her bonds "There we go. Now you just sit tight…Knife, please." He said to the mare, who obediently nodded.

Twilight strained her neck as she watched the mare move to pick up a small knife that lay near one of the fires. Against the fear and panic that played through her mind, part of her half-expected something a little more…interesting. Whenever she had read about such a ritual in a story, the author would always go into great detail describing bizarre ornamental daggers that would be used, with great curved blades and jewels set in the handles. But this was nothing of the sort: just a simple, straight iron dagger, with a wooden handle and a grip wrapped round with twine.

The mare placed the dagger on the ground before the colt, who gazed at it for a moment "We still have a short while before He arrives, so let's make the most of this."

He picked up the knife in his teeth, the grip just fitting in the mouth hole on his mask. Twilight felt a cold chill as she watched him lean closer in, dagger glinting in the low light. "Wh-what are you-?"

But she choked on her words as she felt the sting of the blade swipe across her side, leaving a thin cut from ribs to flank. Tiny beads of blood began to form and run down her side as she gritted through the pain.

He raised the dagger again and took another swipe at her, cutting a shallow cut across one her forelegs. She squeaked in pain again, her limps seizing up. Over and over again he brought the dagger down on Twilight, each time cutting a thin, shallow cut on her skin, not quite deep enough to damage any organs, but just enough to be plenty painful.

She gritted her teeth, refusing to give him the satisfaction of crying or shouting. At first she thought he had just been delusional or misguided for trying to help the Slendermane, but now she was certain: He was insane. Straight up sadistic, psychotic, bake-your-flesh-into-cakes-and-make-your-skin-a-dress insane. Her body tensed up again as she felt the knife slice at her thigh, the warm blood trickling down her leg. _I won't…I won't give him the satisfaction… He won't make me scream…Don't scream…_

"Pinkie! Slow down!"

Applejack, Rarity and Rainbow Dash sprinted down Ponyville's main street, as Pinkie Pie bounced ahead, faster than ever before.

"No time to slow down! My Pinkie Sense is going off! Quivery hoof, quivery hoof!" she shouted back as she bounced along, all the while trying to steady her shaking forehooves. Finally, the quivering got the better of her and down she tumbled head over hooves. The others skidded to a halt as they helped her up

"Quivery hooves? What in the hay does that'n mean?" Applejack asked.

Pinkie held up her shaking forehooves as she explained "Quivery hoof means that somepony I know is in pain! I was just following the quivers, and they were getting really strong if I went that-a-way." She pointed a shaking hoof down the road.

"Why, that's the road that leads to…Fluttershy's house…" Rarity trailed off. Fear and realisation was etched into the faces of the four ponies as, without another word, they sprinted through the streets towards the edge of the Everfree Forest.

Rainbow Dash was naturally the first to arrive. She landed on the path that led to the front door as she waited for the others to catch up. Moments later, Rarity, Applejack and Pinkie were there by her side. Applejack looked to her pink friend.

"Got any idea where Fluttershy might be?"

Pinkie shook her head "N-nope, b-but my ho-o-oves-s t-tell me sh-she's here s-s-somewhere!"

Applejack nodded "Fan out, y'all. Look everywhere, and give a holler ifn' ya find anythin'."

The four ponies spread out across the small patch of land, searching high and low. Rainbow Dash took the front yard, Applejack took the cottage interior, Rarity looked around the surrounding area, and Pinkie took the back yard. She scoured the entire enclosed garden, looking for anything that might be out of place.

The shaking in her forehooves told her she was close now, so close. She called out "Hey, Fluttershy! Come out, come out wherever you aaAAAAAGGGGHHHHH!"

The other ponies came running into the back yard where they found Pinkie frantically digging at the ground.

"Pinkie? What's u-?" Rainbow paused mid-question as she saw exactly what was up. Sticking up through the loosely packed dirt was a single yellow hoof.

Without another word, the four ponies set about digging. Luckily the soil was still loose from the burial, and with every second they dug, more of Fluttershy came into view. First her foreleg, then her shoulder, then the tip of her mane, dishevelled and caked with dirt and mud. With one final effort, they yanked her out of the shallow grave, careful not to injure her further. Rarity gently levitated her out of the hole and laid her on the ground. She was truly a pitiful sight.

Clumps of loam and rocks clung to her coat and mane, staining it an ugly earthy brown colour. On the back of her head, her mane was stained a dark red, and further examination revealed a scabbed cut on the back of her head under her pink mane.

"Oh no, no no no…Fluttershy, c'mon, wake up!" Rainbow Dash muttered, patting her friend's cheek, desperate for some sign of life. Rarity, Applejack and Pinkie gathered around her, fearing the worst.

A few tense moments passed as they waited upon their friend to come to. Applejack hurried to the back of the house and found a small overturned bucket. Filling it with water from the tap inside, she returned and began to gently wash the muck from Fluttershy's face and body.

"Please…c'mon Fluttershy…please don't be…"

But as her hoof wiped a clump of dirt from her snout, she felt the tiniest of twitches. Slowly, agonizingly slowly, Fluttershy opened an eye and peered blearily up at her friends.

"Uhhh…Wha…" she muttered weakly

"Oh, thank Celestia!" Rarity cried as she leaned down to nuzzle her weak friend. Tears of relief began to form in her eyes, as well as the eyes of the other three.

"Y'all really had us worried there, sugarcube…"

"But what happened? Why were you underground?"

"I know, right? I mean, I knew you'd like to be a tree, but this is taking things a bit far, don'cha think?"

"Pinkie!" Applejack scowled back at Pinkie Pie, who muttered a hasty apology "But what did happen? Who did this to ya?

Fluttershy blinked slowly as she looked around with a single eye. She reached out a forehoof to touch Applejack's cheek "…M-mask…Tried t-to leave…W-warn Twi…Twilight…"

But her injuries caught up with her, and she slipped back into unconsciousness.

Applejack got to her hooves and instantly took command of the situation "Alright, I got no clue what in the hay is goin' on here, but first things first: Rainbow, y'all are the fastest of us when ya fly, so you take Fluttershy here and get her down to the Emergency room at the Clinic, pronto!"

The cyan Pegasus nodded as Rarity levitated the prone form of Fluttershy onto her back. "What about you guys?"

"Well, she mentioned Twilight before she passed out, so I reckon she'll have some ideas about what's happened. So the three of us will head on over to Talisman's house. She'll probably be there doin' research o something'. If she ain't there, we'll try the library. So once you drop of Fluttershy, come and find us."

Rainbow nodded one more time before flying off into the evening sky, ensuring that her flight is as smooth and level as possible so as not to hurt her passenger.

Talisman paced back and forth in the cluttered lounge of his house, muttering to himself as he went. Twilight Sparkle should have turned up by now. She' always over here like clockwork to continue with their research, "Something's wrong… something's happened to her…"

His thoughts were cut short as there came a loud banging at the door. It sounded urgent, so he hurried to open it. _Ah, there she is. Sounds like she found out something pretty…_

"Hiya Talisman. Is Twilight here?"

_That's not Twilight…_

He pulled the door open and found himself face to face with Applejack, Rarity and Pinkie Pie. "Oh…h-hi girls…Twilight hasn't been here all day…F-funny, I was just wondering where sh-she could…"

Rarity cut him off "Well, whenever you see her next, could you tell her to find us? Something very strange and possibly dangerous has come up…"

_She's only just realising that now?_ "W-what do you mean?"

He held the door open as the three ponies entered. He was unnerved by the serious expressions on all their faces. Even Pinkie Pie only briefly flashed him a smile, which he briefly returned. "Well, we were just at Fluttershy's cottage…"

At just those first words Talisman tensed up. _Have they found out?_

"…And the place was a mess! We found Fluttershy there, but she was…erm, badly injured."

"Was there anypony else there?"

The three mares were taken slightly aback by how strongly and suddenly he spoke "Erm…no, I don't think so. At least, we didn't see anypony else round there…"

That was the clincher. Talisman's eyes grew wide as his limbs began to shake. He sat down on the floor, shaking his head "Oh no…oh no, no no no…Not good, not good not good…."

Pinkie stepped apprehensively forwards "Erm…Tally? What's up?"

"This is bad, this is really really bad… sooner than I expected…They're makin' their move…" He muttered, rocking back and forth on the floor.

The three mares shuffled awkwardly as they watched Talisman quiver and mutter to himself. Applejack ventured forwards to place a comforting hoof on his shoulder. "It's alright, sugarcube…"

"No it's not alright!" he snapped back, causing her to recoil. He put his hooves over his face "I didn't think things would start this soon…not ready, no ideas…we're done for."

There came a fluttering at the doorway, and moments later Rainbow Dash joined her three friends in the hallway. "I just got Fluttershy into the clinic. They say she's stable now…what's going on in here?"

"Twilight's gone after those masked ponies…"

All heads turned to Talisman as he muttered through his hooves. "Y'see, we caught one and were holding him at Fluttershy's house while we tried to get some answers outta him…"

"Fluttershy's house?"Rarity shouted "What were you thinking?"

"I know, I know! Stupid idea, never a good idea…But anyways, I think I can guess what happened." He paused as he got up "The masked pony we were holding hostage overpowered Fluttershy and got out…How was Fluttershy when you found her?"

There was an awkward silence as nopony wanted to say it. Finally Applejack muttered "She'd been buried…a-alive…"

Talisman appeared unfazed by this disturbing fact "Huh, that's creative of them…Hmm…ah, now I get it. They buried Fluttershy to get her outta the way, then ran off. Twilight comes by, finds both Fluttershy and the masked pony gone, thinks they've kidnapped her. So off she goes, into the Everfree Forest to find them..."

"And right into their trap!" Rainbow Dash finished, realisation dawning upon her.

"We gotta go help her! C'mon!" Rainbow shouted as she turned to leave the house.

But Applejack barred her way "Woah, hold up now! We can't just go barging in there, we'd be sittin' ducks!"

"She's right!" Rarity chimed in "Who knows what those masked fellows could have waiting for us?"

But Talisman disagreed "Well we can't just sit here! They've got Twilight in there, and who knows what they're doing to her!"

"Woah!" Pinkie Pie suddenly cried out as she stumbled to the floor, her forehooves shaking like jelly. "Quivery hooves, there it goes again!"

"Twilight must be hurt! We gotta go find her!"

"But how do we know that that's Twilight? Pinkie knows everypony in Ponyville, it could be any-"

But Applejack's response was cut short as the air was rent in two by a long, earsplitting scream of agony, coming from the direction of the Everfree Forest. The scream rang out for a good few seconds, then fell silent. The silence was echoed by the assembled ponies in Talisman' house. Only when Rarity spoke up were they all snapped back to reality

"No question about it. That was Twilight."

Without another word, the assembled ponies spilled out of the doorway into the street as they rushed down the road in the direction of the Forest. As they ran (Or flew, in Rainbow Dash's case), there came a single cry from the group, shouting out in unison:

"We're coming, Twilight!"

The masked colt panted slightly with exertion as he dropped the dagger, not dripping with blood, and let it land point first in the ground. "There we go…I knew we'd get to you eventually."

He looked down at the shaking, weeping form of Twilight. She had tried her best to resist, but the endless onslaught of cuts and slices at her body finally broke through her barrier and extracted from her a scream of pain and agony, long and loud. Incredible pain wracked her body, each of the minute cuts on her body stinging like mad. She was too exhausted to move or even try to force her way through her bonds. She just lay there and wept silently, her stamina and willpower spent.

The colt felt a cold breeze in his mane and looked to the sky. Under his mask he broke out into a twisted and gleeful grin. Grey clouds were gathering over the forest and the sky was beginning to darken. Looking to the west, he watched the sun sink below the horizon. "And just in time, too…He comes…"

The colt turned and walked towards the other end of the clearing, towards the twisted and gnarled tree that stood on the rim of the circle. Twilight strained and raised her head, watching him through teary eyes. She felt her stomach turn over as she watched.

The tree's twisted and knotted branches began to move. Writhing and twisting this way and that, the entire trunk of the tree began to suddenly shift and move, its curled form slowly straightening up. The entire tree creaked and groaned as it moved like some primordial monster from the deepest seas.

Suddenly, the tree fell silent as it came to a standstill, tall and straight as any of the trees that surrounded the clearing. The colt watched as something on the front of the tree stirred: A tiny knothole on the face of the tree near the top began to stretch and expand downwards. The slit went further and further down the trunk of the tree, until the trunk of the tree was split right down the middle.

Twilight gulped in fear as she saw movement inside the slit. She watched as what appeared to be black smoke emanated from within the trunk in tendrils that searched through the air, before becoming more substantial and solid, like tentacles of pure shadow. These tendrils of darkness gripped the sides of the slit, pushing outwards and forcing the opening wider and wider. The bark gave way as if it were rubber or flesh, and not wood at all. Then, there emerged a pale shape. Squeezing through the widened opening, there merged the pale, featureless head of the Slendermane.

It strained and pushed its way through the narrow opening in the tree, first the head, followed by the narrow neck, and the black jacket and blood-red necktie that draped over its skinny body. With one final heave, It freed itself from Its arboreal prison and stood tall above the clearing, nearly as tall as the trees that surrounded It.

The masked colt tentatively stepped towards It "My Master…"

It turned its faceless head down at the colt who approached him and slowly, Its legs shrank down, until It stood little taller than one of the Princesses. The colt bowed down before him, uttering in hushed tones "My Master…your final feast awaits."

The Slendermane turned Its head to peer over the clearing. It saw the other masked ponies who now prostrated themselves before It. It appeared to sniff the air with unseen nostrils, sensing the auras of Vita energy that flowed through the clearing like thick smoke. Its attention was drawn to the centre of the circle, where the greatest source of Vita lay.

It stepped over the masked colt, who turned and watched his Master stride gracefully through the clearing, until It stood over the quivering form of Twilight Sparkle.

Twilight looked up into the pale, blank visage of the monster that stood above her. Fear mixed with pain and exhaustion held her rooted to the ground. She watched as Its back began to ripple and shimmer, and a small, black tentacle of shadow emerged. It stretched and writhed through the air, slowly growing closer and closer to her face.

As it wriggled just inches away from her face, Twilight lowered her head to rest on the cold ground, and closed her eyes.


	15. FIN

Twilight waited for what seemed like an eternity, eyes clamped firmly shut, for the agonizing touch of the black tendril. She could feel its chilling eminence barely inches away from her face, but it did not seem to be moving any closer. She tentatively opened one eye and saw that the tentacle wriggled and squirmed in the air, a hairs-breadth away from her muzzle. But it came no closer. The Slendermane just stood there silently, as if frozen stiff.

"…Master?"

Twilight turned from the menacing tentacle to see the masked colt take a nervous step forward "I-Is there something wrong?"

The tall monster suddenly turned and lowered its blank face down to the colt's level. Even without the presence of eyes, he colt felt a shudder go down his spine as his Master seemed to stare straight into his soul. No sound came from It, but in his mind he understood what It said.

_**Not…Ready…**_

"…Not ready? Master, what do you mean, not ready?" he whispered, now becoming very nervous. Out of the corner of his eye, the colt saw a rippling on the Slendermane's back. A bump formed and stretched out into another black tentacle, which reached down to the colt.

He began to back away as the tentacle writhed closer and closer to him. He gulped nervously "What are you doing…What is this?"

But the tentacle followed him, inching closer and closer to his body. His hoof slipped on a rock on the ground, and he stumbled backwards for a moment. It seized this chance and lunged forward, the black tentacle wrapping around the colt's middle.

In an instant, the cold back tip had entangled him completely, lifting him high above the ground. He whimpered in pain as it clenched tightly around him. He writhed and pulled in a desperate attempt to get free, but it was as if he was tied up with steel cables.

"Nngh…Rrrgh…Please, Master…what did I do wrong? I…I did everything you asked me to…"

His last word caught in his throat as the tentacle bunched up just outside the slit in his mask that provided a mouth hole. With a final thrust, the tentacle pushed through the hole, shattering the mask, and forced its way into his mouth. For a moment, he shuddered as he felt the icy, shadowy tentacle slither past his teeth, over his tongue and down his throat, before his body was wracked with incredible pain.

It was as if a thousand razor blades flowed through his body, slicing through the tender flesh and draining every bit of warmth from his body. He writhed and bucked in the air above the clearing, his screams muffled by the tentacle that filled his throat.

Twilight and the rest of the masked ponies could only watch frozen in horror in horror as the colt was forcibly drained of every last trace of Vita in his body. It was a sight that the young unicorn would never be able to rid her memory of.

After what seemed like an eternity of this hideous sight, the monster slowly retracted the tendril from the masked colt's mouth, as it pulsed with newly attained Vita energy. As the black tip exited his cracked lips, the Slendermane loosened his grip upon him and let his broken body fall to the ground.

With a dry CRUMPH! He landed on his front in the arcane circle, just feet away from where Twilight lay. His mask now lay shattered on the ground beside him, and Twilight at last got a look at the quivering, tearstreaked face of the colt. He was no older than she was.

But as he weakly reached out a forehoof to her, his head was forced to the ground by the pale white hoof of It bearing down upon him. For a moment all he could do was whimper pitifully, as he heard the echoing, cavernous voice of his Master in his mind.

_**True…Everything I told you…task is complete…No longer necessary…**_

Then his skull caved in as It brought its hoof down one last time. Twilight desperately fought the urge to vomit at the sight and the sound.

Chilling silence reigned in the clearing, as the Slendermane stood taller than ever above the frozen forms of the ponies below him. Then, all hell broke loose.

The remaining three masked ponies desperately tried to flee the clearing, galloping clear through the flames of the pyres that burned all around them. The two colts tried to run in the direction of Ponyville, but faster than they could see, two black tendrils lashed out from Its back and lifted them, kicking and screaming into the air. A third tendril stretched out to grab the masked mare, who was just on the edge of the grove and was trying to flee deeper into the dark of the Everfree Forest.

For the briefest of seconds, Twilight was sure she would make it out. But suddenly as she blinked in the firelight, It suddenly stood right in front of the mare. She skidded to a halt as she saw him, but it was too late. The third black tendril wrapped around her waist and hoisted her into the air.

As It calmly walked back to the centre of the clearing, Its back began to ripple and crawl with moving bumps as they stretched and grew out until Its back was nothing but a mass of writhing tentacles. They lashed out, wrapping around the limbs of the poor masked colts, and forcing their way through their shattering masks and down their throats.

Tears began to roll down Twilight's face as she watched the three ponies squirming and writhing in the air above her. The shadowy tendrils pulsated and throbbed as one by one, they drained the bodies and minds of the masked colts. Its head slowly lolled back in ecstasy as it turned its attention to each new victim, after finishing with the last.

It swung Its black tentacles like whips as it flung the limp, lifeless bodies of the now-unmasked ponies from it. The mare and the smaller stallion were launched beyond the boundaries of the clearing and into the darkness of the trees. The larger colt however, was stopped mid-flight as his shrivelled form collided with the grotesque tree that stood at the top of the clearing. He slid to the ground like a broken doll, where his body collapsed into dust.

Twilight's head swam with nausea at the hideous sight. She had moved beyond fighting back the urge to vomit, and was now trying desperately not to faint from the mix of disgust and terror. So captivated was she by the sight of the masked ponies being drained of all life before her eyes, that she had completely failed to notice the changes that took place in Its form. Her eyes widened as she took It all in.

Its legs now held it almost fifty feet in the air, impossibly thin, but while it had once been skeletal Its limbs now appeared stronger and more graceful. Its back now positively rippled and shimmered with hundreds of tentacles of pure shadowy darkness, probing through the air. Mixed in among the mass of tentacles spindly, spiderlike legs sprouted from Its back and reached down to the ground. And where there once had been a blank faceless head, a huge gaping maw had begun to form.

At last Twilight found the strength to speak up "Why…" She cried up to the monstrous form above her "Why did you do that? They were loyal to you! They worshipped you!"

It turned its head towards the ground to face her. Opening is mouth, It revealed row upon row of impossibly large teeth. But Twilight had no time to ruminate on this sight as her mind was assailed by Its voice.

'_**Worshipped…Trusted…Believed they would be made into gods…biggest mistake…'**_

Every fibre of her being as repulsed and terrified by the voice that pounded through her brain. Deep, booming, discordant. It was like a hundred voices speaking at once, yet was completely devoid of emotion. To hear it was as if to feel her mind snapping a million times over. She desperately fought against her bonds, tugging and pulling with all her might. She screamed with all her might in an attempt to drown out its monstrous voice as it spoke again,

'_**Served their purpose...no longer needed…became one with us…' **_

It strode slowly towards her, each step leaving the grass underhoof blackened and rotting. It was drawing the Vita energy straight from its very surroundings. It was then that it finally struck her: It had been lying and manipulating Its followers the entire time. It had never had any intention of helping anypony ascend to godhood or some higher plane.

It now loomed over Twilight, the blackness of its clothing blending into the night sky, giving Its head a strange, disembodied appearance. In the blink of an eye, its neck extended downwards to the ground, until It leered into Twilight's tearstained face almost nose to nose.

She clenched her eyes shut as she felt Its presence so close to her. It seemed to suck the very heat from the air around her.

'You…Smell…Delicious…'

Throwing caution to the wind, Twilight cracked an eye open and found herself gazing straight into the smooth void that was the Slendermane's face. Her pupils shrank in terror as It opened its gaping mouth, filled with teeth like knives.

For a moment, she saw the edges of Its head shimmer and boil, becoming translucent, as if fading and dissipating into mist. And through this mist, she thought she could see the silhouette of a vague form, ever shifting and morphing. It was as if her eyes could never quite focus upon it, no matter how she looked at it.

Then any conscious thought was shattered as she felt the clammy, cold touch of the black tendril wrapping around her horn.

"C'mon guys, hurry up!" shouted Rainbow Dash as she weaved her way through the trees. She looked over her shoulder and saw the other four ponies not far behind.

Rarity panted as she galloped alongside Applejack "We're running as fast as we can, Rainbow Dash! But do you actually know which way you're going?"

The pegasus slowed her flight to match their own speed "Well...not really, but Twilight's screaming came from this direction. Hey Pinkie, you still getting the shudders?"

Pinkie Pie, who had been tied to Applejack's back due to her shaking legs, nodded "Yeppers! My Pinkie Sense is going like crazy now! We're definitely going in the right direction!"

Talisman pushed ahead of the pack, the weeks of gorging on energy-packed sweets finally paying off. He ran alongside Rarity, on her left "Well hurry! We're almost out of time!"

"What do you mean?" Rarity shouted.

"Listen! No screams…She stopped screaming. With Him out there with her, that can't be good…not good, not good, notgoodnotgoodnotgood…" He trailed off into muttering as they followed Rainbow Dash through the woods.

Rainbow squinted her eyes as she saw, in the distance, the faint glow of flames. "Over there! That must be them!"

Redoubling their efforts, the group sprinted, paying no heed to passing animals or thorny branches. After what seemed like an eternity of running, they came to a stop in the clearing, scratched, bruised and grazed by their run.

The five collective ponies felt their skin crawl at the sight they beheld.

Twilight was lifted into the air on inky black tendrils, her bonds lying snapped below her. Her freed limbs twitched and waved spasmodically in the air as her body bucked and writhed. Her head was lolled back, her hair slick with sweat, her face clenched into a look of pure agony. Her eyes rolled in their sockets, and her mouth was wide open, trying to scream but no longer with the strength to do so.

Around her horn wrapped the tip of one of these tentacles that wriggled and twitched in unison with the poor unicorn that was clutched in Its embrace. But the thing that held her was far from recognisable.

It barely even resembled a pony anymore! Hundreds of black tentacles wriggled in the air, converging in the centre of a strange white mist, standing high in the air atop dozens of skinny legs, some hoofed, some clawed. A horrible hissing screech seemed to be emanating from the thing, piercing the minds of all who saw It. It was like the screaming of thousands of young foals, mingled with the roars of the Ursa Major.

As Talisman looked in horror at the monstrosity that was once the Slendermane, he found his gaze drawn towards the centre of the cloudy form. But as soon as he saw the writhing, gelatinous form inside the cloud, he instantly realised reading HP Hoovecraft stories was not a waste of time after all.

"Don't look straight at it Don't look at it!" He shouted, tearing his gaze from It. The others hastily followed his example, turning their gaze away or closing their eyes altogether. But then the colt realised his mistake.

In an instant it was standing over them, the squirming form of Twilight in its grasp. Quick as a flash it stretched out masses of tendrils towards each pony as they scattered around it.

"Get back, you!" shouted Rainbow Dash as she soared around, trying desperately to avoid the feelers wriggling after her. Below her, she could see her friends in similar predicaments, running for their lives or desperately putting up a fight as the tendrils probed the air after them. As she flew around It, she saw Twilight, still twitching in Its grasp. Throwing caution to the wind she flew straight at her, grabbing her by a foreleg.

"Rrrggh….C'mon Twilight! Fight back!" she shouted through gritted teeth as she tried to pull her friend free. She drew back a forehoof of her own and threw a punch at the tendril that wrapped around the unicorn's waist. But she was thrown off balance as her foreleg sailed right through the tendril, as if it was nothing more than smoke. She lurched forward as she tried to catch herself, when the tendril suddenly became solid, trapping her halfway on one side and halfway on the other.

"Aww nuts! GUYS, HEEEELLP!" She shouted to her friends below.

In the slight lapse of alertness, the Slendermane made Its move. Each tendril wrapped around another pony, binding them tight and lifting them into the air.

Rarity, Pinkie, Talisman, Applejack and Rainbow Dash bucked and kicked furiously to escape, but It had them firmly in Its grasp. As they were drawn higher up, Rarity found herself level with Twilight, who was now nearly drained of any colour in her coat or mane.

She groggily opened an eye as she felt the burning sensation of the Vita draining lull momentarily. She saw the white unicorn suspended in the air beside her, who looked back through teary eyes.

"R…Rarit…ty?" She muttered hoarsely.

Rarity nodded "I'm here, darling. Me and all the others…I'm so, so sorry…"

"…Uuhhh…wh-what?"

Rarity felt the tears forming rivulets down her cheeks "We couldn't stop it…it caught us first."

Then a tentacle shot from the centre of the white mass and curled around the unicorn's horn. Rarity doubled up in agony and pain as It began to strip her of any energy, any emotion, any conscious thought.

Similar tentacles fought through the firmly sealed lips of the other ponies, slipping through their mouths and into their throats. Their muffled screams rang through the clearings as the Slendermane proceeded to violate their minds and drain their very essence.

Twilight felt a final tear roll down her scratched and cut cheek. This was it. Just as she had feared, her friends had come to her aid, and were made to suffer as she had suffered. They would all be killed together, and it was all her fault.

Through the piercing agony that assaulted every cell in her body, she suddenly felt a change. Somehow, the Slendermane's actions suddenly felt different. Through the pounding of the blood in her ears and the screams of her friends around her, she heard a new sound. A strange, alien scream, from right in front of her.

She strained to open an eye and saw before her the twitching form of It, each tentacle connected to a pony, throbbing as before. But it wasn't like how she had imagined it from Talisman's description; it was not in ecstasy or satisfaction. It almost looked like the Slendermane was twitching in…pain?

Its legs began to quiver and shake, the clawed toes curling and the hooves stomping at the ground. The shadowy tentacles began to shimmer and boil, fading in and out of visibility. Even the misty smoky cloud in the centre seemed different. I looked almost too full, like a raincloud about to burst forth.

Suddenly, there came an ear-shattering scream from It as a beam of pale light seemed to burst forth from within the cloud. It shone out into the night sky, followed by another beam emanating from within the cloud. Each new beam of light seemed to cause more and more discomfort to It, as it began to sink to its multiple sets of knees.

'_**No…Not…Possible…'**_

Soon the rays of light outnumbered the black tendrils, shooting forth from within the cloud.

'_**Not like…this..'**_

With one final sanity-shattering scream, the blinding lights flashed out, splitting the cloud from within. A blinding flash of bright white, and all was consumed by light.

This was the last Twilight saw before her willpower finally gave in, and she blacked out. As she slipped into blackness, she looked up and saw what appeared to be some sort of white mist descending upon her.

_**Not…this…time…**_

Darkness. All around her was darkness.

Twilight looked left and light, and found herself surrounded by dark. No end in any direction.

Yet, she felt strangely comfortable in this darkness. It did not seem threatening at all. It seemed like a calm, warm darkness. She was reminded of the star-dotted mane of Princess Luna, or the water of a pond in the middle of the night.

But she was not alone in the dark. Not five metres away she saw another form. It lay curled up on the ground.

"Erm…hello?" she called out cautiously to the thing. She took a few tentative steps towards it, and saw that it was something about her size, pale white and quivering.

"Uh…hello?" she asked again, reaching out a hoof "A-are you alright?"

But as her hoof came in contact with its cold skin, she felt a sudden jolt to her body and found herself facing the ceiling.

"…Huh?"

She was hit by a wave of sensations. The sight of the off-white ceiling above her, the gentle hum of the Vita Converter that sat nearby, a clamp firmly set upon her horn. The feel of crisp linen sheets around her.

"Mmmmpph…Glad to see yer alive and kicking', Twi."

She jumped. I'd know that accent anywhere.

Turning her head, she was greeted by the smiling, if pale, face of Applejack. She lay in the bed beside her, head propped up by a stack of pillows. "Apple..jack?"

"The one and only, sugarcube." The pony replied. "How're ya feelin'?"

Twilight winced as she moved her head again "Well…I'm exhausted, I feel like a tonne of bricks were dropped on my head, and my skin's covered in cuts, but otherwise I'm alright Applejack. How about you?"

"Heh, leave the joke-answers to Pinkie Pie, Twilight. Her delivery is funnier."

The unicorn looked to her right and saw the familiar multi-coloured mane of Rainbow Dash. As she cast her gaze about she saw other familiar faces around the room, in similar beds, or sitting in armchairs around the edge. Rainbow Dash, then Pinkie, then Rarity, and even Fluttershy, who lay sleeping in the farthest bed.

"Welcome back, dear." Rarity called weakly from her bed.

"Thanks Rarity…where are we?" Twilight asked.

"Canterlot intensive care," Applejack replied. "Apparently, Princess Luna had us put up in here after she found us in the woods. Somethin' about sensin' a sudden burst of Vita or somethin'."

"Burst of Vita?" Twilight echoed in confusion Then her memories of the previous night returned. That strange sight of the cloudlike abomination that was once the Slendermane being split from the inside by beams of bright light.

"So that was it…" she muttered as it came together.

"Figured it out, huh?"

She jumped slightly as she saw Talisman enter the room. She chuckled at his weak grin as he hobbled into the room, his left hind leg in a bandage. "Just got let out of bed…few more days and I can go home."

She smiled back.

"Glad to hear you're okay…Yeah, I think so. It looks to me like…It, was being burst open from the inside by something. It was like a light inside of that misty cloud...thing." she finished as the sentence got away from her.

"So that's what happened. I could hear something screaming, but it hurt too much to look." Talisman replied, sitting down in a vacant armchair. "Going by that description, I'd say that It took in too much Vita."

"Too much? So basically, it overfed itself?" Pinkie asked.

Twilight giggled at her friend's interpretation "Yeah, sort of…I did notice when it was…ugh...draining those masked ponies, it was only doing it one by one."

"Right, right…so basicwiligt replied "Creatures can only take so much Vita in at once. It was hurrying to absorb as much Vita as possible so it could move on, and overloaded itself. Even though it was something from another world, the same rules about Vita applied here and…wherever it came from…at least that's my theory."

She sat back as she thought. It certainly seemed to fit together. The last thing she remembered seeing was that…thing apparently bursting from the inside, and showering down over them like some kind of dust. "Hmm…So, how are you doing Talisman? You seem a little different than usual."

He chuckled "I feel different than usual. Dunno why, but I just feel better than before."

"Maybe it had something to do with defeating a super-duper-evil pandimensional monster that wanted to eat everything in Equestria."

Pinkie's remark drew a hearty laugh from everypony in the room. They laughed on and on, revelling in the first happy moment the ponies had had since Fluttershy had been rescued.

"So…how is Fluttershy doing?" Twilight asked apprehensively.

Applejack cast an eye over the sleeping form of the Pegasus "Fit as a fiddle in a couple o'days. Doc said she had a cracked skull, but they patched her up well enough. She should be waking up any time now too."

"Good, good…" Twilight smiled. She felt good. She had gone through hell, and she had dragged her friends along for the ride too, but now it was over. The Slendermane was gone, hopefully for good, and she and her friends were okay, barring a few fractures and bruises. "What about Princess Celestia? Is she alright now?"

"I certainly am."

Everypony's hearts skipped a beat as the majestic white form of Princess Celestia strode through the door of the ward. She was just as tall and proud as ever, though Twilight noticed that her eyes still held a slightly tired look about them.

"Princess! You're okay!"

"And so are you, it would seem." Celestia replied with a warm smile. "How are you feeling?"

Twilight smiled back "Weak, but alive at least…But what about you? I mean, no disrespect intended, but last thing I heard you had locked yourself up in mad fear!"

The princess chuckled "Aheh, yes…not one of my finer moments…But my sister finally managed to talk some reason into me. If she weren't my fellow princess, she should go into psychiatry someday."

Twilight giggled, followed shortly by her friends around her. They laughed for a good few minutes before it died down. It was then that Twilight was truck with a thought.

"Princess? I heard that you had locked yourself in after you got my letters about…It. If it's not too much trouble, did you have some sort of experience with it yourself?"

A shadow fell across the Princess' face as her tone changed "I'd rather not talk about it. It was a…horrible time. I can only blame myself for not imprisoning Him properly. If only I had finished building Tartaros back then, it would have been ideal.

"But enough questions, my faithful student." Celestia added, her mood suddenly lightening "It's time you rested and got your strength back."

"Thanks, Princess…oh, and erm…several ponies' worth of Vita energy just got released in the middle of the Everfree Forest, so things…might get a little strange in there."

Celestia chuckled lightly "Duly noted. Now get some rest Twilight. I'll be by to se you again tomorrow."

With that, the Princess ignited the glow of her horn and gently pulled the sheets up and tucked Twilight in. She gave one last smile to her student before leaving, but passed for a moment. Her eyes met Twilight's, and for the briefest moment her eyes flashed with something…fear, perhaps? But this strange expression subsided as soon as it had appeared, and she gave one final goodbye before leaving.

The ponies lay back in their respective beds or chairs, each breathing a sigh of relief, and dwelling upon their own thoughts. Hours passed, and the day went by. The seven friends talked together, laughed together, and finally, lay down to sleep together as Luna's brilliant white moon shone through the window. Through the darkness of the room, Twilight spoke up.

"Hey…are any of you guys awake?"

"I am."

"Me too."

"Mmm..I am now…"

Twilight spoke up again "I was just thinking…do you ever wonder why it is fillies and colts are afraid of the dark when they're young?"

Applejack was slightly taken aback by this question "Uh…not really…why d'you ask?"

"Because I just figured out why."

Each pony felt a sudden shudder down their spine. Something about that voice didn't seem quite right. It seemed…off…

Rarity ventured a peek in Twilight's direction as she asked "And…what would that reason be…?"

She looked up, and her blood ran cold as she saw Twilight sitting upright in her bed, her head hanging limply to the side, eyes blank and lifeless. From her back there seemed to sprout strange, shadowy growths, like tentacles of pure blackness.

"_**Because they know that I am waiting for them there…"**_

-The End-

_**uoy dniheb kool t'noD**_


End file.
